GmbH Opening Balance Sheet 2026: What It Is, What's Required and How to Create It
The Eröffnungsbilanz is a legal requirement for every GmbH in Germany. Here's what it contains, when it's due and how to get your books right from day one.
- Category
- Bookkeeping
- Updated
- Author
- Diana
When you form a GmbH in Germany, one of your first legal obligations is to prepare an opening balance sheet – the Eröffnungsbilanz. It documents the financial starting point of your company and forms the foundation for all future annual financial statements. Miss it, and your bookkeeping is technically non-compliant from day one.
In a nutshell
- Mandatory: Every GmbH and UG (haftungsbeschränkt) must prepare an opening balance sheet, regardless of size (§ 242 (1) HGB).
- Timing: As of the founding date (notarial formation). There is no hard daily deadline; in practice "promptly", and at the latest before the first annual statement.
- Content: Assets (Aktiva) and equity plus liabilities (Passiva) – both sides must always be equal.
- Signature: All managing directors must sign the opening balance sheet with a date (§ 245 HGB).
- Filing: It is submitted to the tax office as an E-Bilanz via ELSTER (§ 5b EStG), but – unlike the annual statement – it is not published in the Bundesanzeiger.
- Retention: 10 years (§ 257 HGB).
What is the Eröffnungsbilanz?
The Eröffnungsbilanz (opening balance sheet) is a snapshot of a company's assets and liabilities at the moment of its founding. It shows what the business owns, what it owes, and what equity was contributed – before any trading activity begins.
The legal basis is § 242 (1) of the German Commercial Code (HGB): merchants – and a GmbH is always treated as a merchant by law – must prepare a balance sheet at the commencement of their commercial activities. That first balance sheet is the Eröffnungsbilanz. It is the starting point for the company's entire double-entry bookkeeping and therefore for every later annual statement.
Is the Eröffnungsbilanz mandatory?
Yes – for every GmbH and UG (haftungsbeschränkt), the opening balance sheet is legally required, regardless of company size. A single-shareholder UG with €1 share capital must prepare one just as much as a multi-million-euro GmbH.
Sole traders and partnerships (GbR) face a different threshold: they only need double-entry books if annual revenue exceeds €800,000 or profit exceeds €80,000 (§ 141 AO). A GmbH has no such threshold – it must always keep books and file an opening balance sheet.
| Legal form | Opening balance sheet required? |
|---|---|
| GmbH | Yes, always |
| UG (haftungsbeschränkt) | Yes, always |
| Sole trader (Einzelunternehmen) | Only above €800,000 revenue or €80,000 profit (§ 141 AO) |
| GbR / OHG / KG (partnership) | Only if a registered merchant or above the § 141 thresholds |
When does it need to be prepared?
The HGB requires the opening balance sheet to be prepared at the commencement of commercial activities. For a GmbH, that is the date of notarial formation – from that moment the so-called Vor-GmbH (pre-registration company) exists, and it already has to keep books. As soon as the first transactions occur in this phase (formation costs, initial contributions, a shareholder loan), they must appear in the opening balance sheet.
There is no hard daily deadline in the HGB. In practice, founders prepare it "promptly" – usually within a few weeks, as a rule of thumb within six months, and in any case before the first annual financial statement is due. It can be prepared retroactively, but delaying creates risk: the longer you wait, the harder it is to reconstruct the starting position cleanly.
One requirement is easy to overlook: the signature. Under § 245 HGB together with § 242 (1) HGB, all managing directors must personally sign the opening balance sheet with a date.
Structure: assets and liabilities
Like every balance sheet, the Eröffnungsbilanz has two sides that must always balance.
| Assets side (Aktiva) | Equity & liabilities side (Passiva) |
|---|---|
| Fixed assets: equipment, vehicles, computers, furniture, intangible assets | Equity: share capital (min. €25,000 for GmbH, €1 for UG) plus any reserves |
| Current assets: cash in hand, bank balances, receivables, inventories | Provisions: anticipated future liabilities (rare at founding stage) |
| Prepaid expenses (aktive RAP): costs paid that relate to future periods | Liabilities: loans, supplier invoices, shareholder loans |
One important detail: self-created intangibles such as an internally built brand name or customer base may not be capitalised (capitalisation ban under § 248 (2) HGB). Only what was actually contributed or paid in belongs on the opening balance sheet. For how equity is composed over time, see GmbH equity structure.
Cash formation vs. non-cash formation
What the opening balance sheet looks like depends heavily on whether you form the company with cash or with non-cash contributions.
| Feature | Cash formation (Bargründung) | Non-cash formation (Sachgründung) |
|---|---|---|
| Contribution | Share capital paid in cash to the bank account | Assets (e.g. machinery, vehicles, inventory) |
| Assets side | Bank balance (or receivable from shareholders) | Fixed assets at fair value plus any cash remainder |
| Extra obligation | none | Formation report per § 5 (4) GmbHG, valuation check by the register court |
| Risk | low | Overvaluation can lead to rejected registration (§ 9c GmbHG) |
With cash formation, the opening balance sheet is usually limited to the paid-in share capital and the bank balance. With non-cash formation, the contributed assets must be valued transparently at fair value and documented in the formation report – this is where professional support pays off most.
Example: opening balance sheet for a newly founded GmbH
Three founders set up an IT consulting GmbH. They pay in the €25,000 share capital in full to the company bank account. One founder also contributes laptops as a non-cash contribution, valued at €3,000.
| Assets | Amount | Equity & liabilities | Amount |
|---|---|---|---|
| Fixed assets (laptops) | €3,000 | Subscribed capital | €28,000 |
| Bank balance | €25,000 | Liabilities | €0 |
| Total assets | €28,000 | Total equity & liabilities | €28,000 |
Does it go to the tax office?
Yes. The opening balance sheet is submitted electronically as an E-Bilanz in XBRL format via ELSTER (§ 5b EStG); a paper submission is no longer allowed. It gives the tax office the basis for registering the new GmbH for tax.
Unlike the later annual statement, however, the opening balance sheet does not have to be published in the Bundesanzeiger – the disclosure obligation only applies to the annual statement. You must still keep it: for 10 years (§ 257 HGB).
Who prepares it?
The managing director (Geschäftsführer) can prepare the Eröffnungsbilanz personally – there is no legal requirement to involve a tax adviser (Steuerberater). In practice, most founders use one because non-cash contributions must be valued at fair market value, errors carry through to every subsequent annual statement, and many GmbH founders are new to double-entry bookkeeping.
A tax adviser's fee is based on the object value (Steuerberatervergütungsverordnung). For a simple cash formation with €25,000 share capital it is usually a low three-figure amount; non-cash formations with valuation work cost more accordingly.
Getting bookkeeping right from day one
The weeks after founding are surprisingly busy on the accounting side: formation costs, first business expenses, possibly a shareholder loan for working capital – all of it needs to be recorded immediately, completely and GoBD-compliant, because the closing balance of the first year must connect seamlessly to the opening balance sheet.
Norman's AI-powered bookkeeping captures bank transactions automatically, categorises them according to GoBD requirements, and keeps your books in order from the first day. Which start-up costs you can deduct is covered in deducting GmbH incorporation costs; ongoing costs are covered in GmbH business expenses.
The starter book for your self-employment
Free e-book: registration, accounting, your first invoice, and taxes, plus a tax calendar, deductions cheat sheet, and invoice template.
Opening balance sheet vs. first annual statement
The Eröffnungsbilanz shows the position at the founding date – before any trading. The first annual statement shows what changed during the first financial year: revenue, costs, profit or loss.
| Feature | Opening balance sheet | First annual statement |
|---|---|---|
| Reporting date | Founding date | End of the first financial year |
| Shows | Starting position | Development over the year |
| Includes a P&L? | No | Yes |
| Bundesanzeiger disclosure | No | Yes |
Important: the closing balance of one year must match the opening balance of the next (balance sheet identity principle, § 252 (1) no. 1 HGB). How to prepare that first statement is explained step by step in preparing a GmbH annual statement.
Frequently asked questions
Who must sign the opening balance sheet?
All managing directors of the GmbH must sign the opening balance sheet personally with a date (§ 245 HGB). If there are several managing directors, they all sign. Where non-cash contributions are involved, having the shareholders confirm the values is also advisable.
Does a UG also need an opening balance sheet?
Yes. The UG (haftungsbeschränkt) is a special form of the GmbH and therefore also a merchant by legal form. It must prepare an opening balance sheet – even with just €1 of share capital.
Does the opening balance sheet have to be published?
No. The Bundesanzeiger disclosure obligation applies only to the annual statement, not the opening balance sheet. It is, however, transmitted to the tax office as an E-Bilanz via ELSTER.
What happens if no opening balance sheet is prepared?
Without an opening balance sheet, the bookkeeping is non-compliant from the outset. The tax office can reject the books and estimate the profit – potentially to your disadvantage. It also removes the basis of balance sheet identity for the first annual statement.
How long must I keep the opening balance sheet?
Ten years. Under § 257 HGB, opening balance sheets are among the records a GmbH must retain for a decade.
Summary
The Eröffnungsbilanz is a legal requirement for every GmbH and UG in Germany. It is not complex if you know what goes in it – but it forms the basis for everything that follows. Errors here propagate through all future annual statements. Use a tax adviser for the opening balance sheet if in doubt, and use digital tools like Norman to keep your ongoing bookkeeping accurate from day one.
Clean GmbH bookkeeping from the very first entry
Norman captures your bank transactions automatically, categorises them GoBD-compliant and builds your books cleanly from the opening balance sheet – without an expensive firm setup.