Annual Financial Statements for GmbH and UG in Germany 2026: Deadlines, Steps and Costs
Every GmbH and UG must prepare, approve and publish annual financial statements (Jahresabschluss) every year. All deadlines for the 2025 and 2026 financial years with dates, the process in five steps, the UG statutory reserve and what the statements cost with a tax advisor or with software.
- Category
- Bookkeeping
- Updated
- Author
- Diana Chebotareva
Every GmbH and every UG (haftungsbeschränkt) must prepare annual financial statements (Jahresabschluss) after its financial year ends: a balance sheet, a profit and loss statement (P&L, GuV in German) and, except for micro companies, notes (§§ 242, 264 HGB). For the 2026 financial year a small company prepares them by 30 June 2027 and publishes them in the company register by 31 December 2027. Two deadlines for the 2025 financial year are still open: the shareholders resolution by 30 November 2026 and publication by 31 December 2026.
Key facts
- Mandatory for every GmbH and UG, whatever the revenue or size. A cash-basis profit statement (EÜR) is not enough for a corporation.
- Three deadlines from the balance sheet date: prepare (6 months for a small company, otherwise 3), approve by the shareholders (11 months, otherwise 8), publish in the company register (12 months).
- For the tax office the balance sheet goes out as an E-Bilanz with the corporate tax return: for 2026 by 2 August 2027 without a tax advisor, by 29 February 2028 with one.
- A UG puts a quarter of its annual net income into a statutory reserve every year until it raises its share capital to €25,000 (§ 5a GmbHG).
- Publishing late starts fine proceedings of €2,500 to €25,000 (§ 335 HGB).
- Cost: with a tax advisor the statements of a small GmbH alone cost €512 to €2,048 net under the official fee schedule, plus the tax returns. With Norman, the statements and the returns are included in the Max plan for €468 net a year.
Deadlines for the 2025 and 2026 financial years
The annual financial statements carry three company-law deadlines and one tax deadline. All of them run from the balance sheet date, the last day of the financial year. For a financial year that matches the calendar year, a small GmbH or UG has these dates:
| Step | Financial year 2025 | Financial year 2026 | Legal basis |
|---|---|---|---|
| Prepare | 30 June 2026 | 30 June 2027 | § 264 (1) HGB |
| Approve by the shareholders | 30 Nov 2026 | 30 Nov 2027 | § 42a (2) GmbHG |
| Publish in the company register | 31 Dec 2026 | 31 Dec 2027 | § 325 (1a) HGB |
| E-Bilanz with corporate, trade and VAT returns, without a tax advisor | 31 July 2026 | 2 Aug 2027 | § 149 (2) AO |
| The same returns with a tax advisor | 1 Mar 2027 | 29 Feb 2028 | § 149 (3) AO |
Medium-sized and large GmbHs prepare the statements within three months (by 31 March 2027 for 2026) and approve them within eight months (by 31 August 2027). Publication after twelve months applies to every size class.
If a tax deadline ends on a weekend, the next working day applies (§ 108 (3) AO). That is why the deadlines fall on 1 March 2027 and 2 August 2027. If your GmbH has a financial year that differs from the calendar year, preparing, approving and publishing run from your own balance sheet date. The tax returns count for the calendar year in which your financial year ends (§ 7 (4) KStG): if it ends on 30 June 2026, the tax deadlines in the 2026 column apply.
Since the 2022 financial years, companies no longer publish with the Federal Gazette (Bundesanzeiger) but with the company register through its publication platform. What you submit there and how micro companies deposit instead of publishing is explained in GmbH annual accounts filing in Germany.
What the statements include: the size classes
Which parts your statements need depends on the size class (§§ 267, 267a HGB). A company belongs to a class if it does not exceed at least two of the three limits on two consecutive balance sheet dates. These limits apply to financial years from 2024:
| Micro | Small | Medium | Large | |
|---|---|---|---|---|
| Balance sheet total up to | €450,000 | €7.5m | €25m | above |
| Revenue up to | €900,000 | €15m | €50m | above |
| Employees up to | 10 | 50 | 250 | above |
| Notes | not needed with disclosures below the balance sheet | yes | yes | yes |
| Management report | no | no | yes | yes |
| Audit | no | no | yes | yes |
| Publication | deposit the balance sheet | balance sheet and notes | all parts, partly shortened | all parts |
Most young GmbHs and almost all UGs are micro companies. They prepare a shortened balance sheet and may skip the notes if they disclose contingent liabilities and advances and loans to managing directors below the balance sheet (§ 264 (1) sentence 5 HGB).
Step by step: how to prepare the annual financial statements
1. Close the year's bookkeeping. Every bank transaction, sales invoice and purchase invoice is booked and matched to a receipt, and open items are cleared. Missing receipts cost the most time at year end. How ongoing GmbH bookkeeping works is covered in GmbH bookkeeping in Germany.
2. Take inventory at the balance sheet date. You record the actual stock, receivables, cash and bank balances and compare them with the book values.
3. Post the closing entries. You depreciate fixed assets as planned, set up provisions for outstanding invoices, holidays and taxes, and defer payments that belong to the next year. A UG transfers the statutory reserve here.
4. Build the balance sheet, P&L and notes. The balance sheet and P&L come from the fully booked general ledger. Micro companies replace the notes with the disclosures below the balance sheet.
5. Approve, file, publish. The shareholders meeting approves the statements and decides on the result: profit distribution or carry forward. The E-Bilanz goes to the tax office with the tax returns, the balance sheet and notes go to the company register.
These are the most common mistakes:
- December receipts booked in February. That delays the whole close and makes the numbers unreliable.
- Forgotten provisions. Outstanding purchase invoices, holidays and taxes are missing, so the result is too high.
- Wrong depreciation. Low-value assets up to €800 net can be written off at once; more expensive assets are spread over their useful life (GmbH depreciation).
- Submitted to the Federal Gazette instead of the company register. The deadline keeps running and the fine still applies.
The statutory reserve of a UG
In its parts and deadlines the statements of a UG match those of a GmbH. The difference is how the result is used: because a UG may be founded with very little share capital, it must put a quarter of its annual net income into a statutory reserve every year, reduced by any loss carried forward from the previous year (§ 5a (3) GmbHG).
| Item | Amount |
|---|---|
| Annual net income | €8,000 |
| Statutory reserve (25 %) | €2,000 |
| Maximum distribution (75 %) | €6,000 |
The reserve sits in the equity section of the balance sheet. It may be used for three purposes only: a capital increase from company funds, to offset an annual loss and to offset a loss carried forward. The duty ends only when the UG raises its share capital to at least €25,000, for example from the saved reserve (§ 5a (5) GmbHG). It may keep the name UG afterwards.
How to do the annual financial statements with Norman
In Norman the statements come from the same bookkeeping Norman keeps for you automatically all year:
- Reconcile the books. Connect your bank, match receipts, clear open items. If you switch from other software, you take over the opening balances with a DATEV export.
- Check the draft. Under Accounting → Setup → Annual close you choose the financial year. Norman shows the trial balance, net income, balance sheet total and equity and flags what is still missing. You post closing entries there with debit and credit account, amount and date.
- Test. The ELSTER test preview checks the E-Bilanz before anything becomes binding.
- Lock the year. Once all numbers are right, you lock the close. That fixes the figures the E-Bilanz and the tax returns are built from.
- File and publish. Submit E-Bilanz sends the balance sheet straight to the tax office. You file the corporate, trade and VAT returns under Taxes directly from the app; Norman takes the profit from the locked close. For the company register you download the Offenlegung PDF (the disclosure document) and submit it through the publication platform.
Bookkeeping in Norman is free. Annual accounts with E-Bilanz, corporate tax and trade tax are included in the Max plan. For the 2025 and 2026 financial years Norman files the E-Bilanz and the corporate, trade and VAT returns via ELSTER. We tested how exact this is: Norman rebuilt a GmbH annual financial statement from bank data that a tax advisor had filed and matched every balance to the cent. The full process is on the page annual accounts for GmbH and UG.
What do the annual financial statements of a GmbH cost?
A tax advisor charges for the statements under the official fee schedule (§ 35 StBVV). The basis is the object value, the average of the balance sheet total and the annual output. For a GmbH with €250,000 revenue and an €80,000 balance sheet total it is €165,000. For the balance sheet and P&L that means €512 to €2,048 net, with a mid-range fee of €1,280. The corporate, trade and VAT returns are billed on top. Many firms agree €1,500 to €5,000 a year with a GmbH. The full worked example is in accountant costs for a GmbH.
| Option | Cost per year, net | What you do yourself |
|---|---|---|
| The firm does bookkeeping, statements and returns | mid-range fee in the example: about €2,660 bookkeeping plus €2,770 statements and returns | hand in receipts |
| You book, the firm does the statements and returns | statements from €512, plus the returns | book |
| Norman books and builds the statements and returns | €0 bookkeeping plus €468 statements and returns in the Max plan | hand in receipts, approve |
Most businesses buy no tax help: in our analysis of business expenses of entrepreneurs in Germany (July 2025 to June 2026, from solo self-employed to UG and GmbH), about 43 percent had spending on legal and tax advice in twelve months. The base is businesses that keep their books digitally, not only GmbHs.
Lexware Office, sevDesk and BuchhaltungsButler leave the annual accounts to a tax firm; Norman builds them with the E-Bilanz itself. Prices and features in detail are in the comparison best accounting software for a GmbH.
Changelog
- October 2026: Merged with the GmbH annual accounts step-by-step guide. Deadlines for the 2025 and 2026 financial years with dates, the approval deadline under § 42a GmbHG corrected (eleven months for small companies, eight for others), the end of the UG reserve duty under § 5a (5) GmbHG corrected, costs under the StBVV fee schedule, the process in Norman and FAQ.
Frequently asked questions
- When must a GmbH prepare its annual financial statements?
- A small GmbH or UG prepares them within six months of the balance sheet date, so by 30 June 2027 for the 2026 financial year. Medium-sized and large GmbHs have three months, until 31 March 2027 (§ 264 (1) HGB).
- When must the shareholders approve the annual financial statements?
- Within eleven months of the balance sheet date for a small GmbH or UG, otherwise within eight months (§ 42a (2) GmbHG). For the 2025 financial year a small company has until 30 November 2026, for 2026 until 30 November 2027.
- Does a UG have to prepare a balance sheet?
- Yes. A UG (haftungsbeschränkt) is a GmbH with a lower share capital. It must keep double-entry books, prepare annual financial statements and publish them, whatever its revenue. A cash-basis profit statement (EÜR) is not enough.
- Can I prepare the annual financial statements of my GmbH myself?
- Yes. For micro and small GmbHs the law requires neither a tax advisor nor an auditor. You need complete bookkeeping that meets the GoBD rules, from which the balance sheet and P&L are built. Norman keeps exactly that bookkeeping for you and builds the balance sheet, P&L and E-Bilanz from it, in the Max plan for €468 net a year.
- Does a small GmbH have to publish its profit and loss statement?
- No. Small GmbHs and UGs publish only the balance sheet and the notes; the P&L stays internal (§ 326 (1) HGB). Micro companies may deposit the balance sheet with the company register instead, and it is then only available on request.
- What happens if I publish the annual financial statements late?
- The Federal Office of Justice (Bundesamt für Justiz) opens administrative fine proceedings under § 335 HGB and threatens a fine of €2,500 to €25,000. It can be imposed repeatedly until the documents reach the company register.
Annual accounts without a tax firm, straight from your books
Norman books the bank transactions and receipts of your GmbH or UG automatically all year. At year end Norman builds the balance sheet and P&L from the general ledger and files the E-Bilanz and the corporate, trade and VAT returns directly via ELSTER. Bookkeeping is free; the annual accounts and all tax returns cost €468 net a year in the Max plan. For a small GmbH, a tax advisor charges €512 to €2,048 net under the fee schedule for the statements alone.