eG financial statements: how a German cooperative accounts under HGB

HGB with cooperative-specific rules

A cooperative applies the general HGB accounting rules, modified by the special provisions for cooperatives in §§ 336–338 HGB. Under § 336, an eG prepares a balance sheet (Bilanz), an income statement (GuV) and notes (Anhang), and — where it is medium-sized or large — a management report (Lagebericht). The size classes of § 267 apply for determining the scope of disclosure, and a very small cooperative can use simplifications comparable to those for a micro entity.

Sections 337 and 338 then adapt the balance sheet and the notes to the cooperative structure — most importantly the way equity is presented and the specific member-related disclosures the notes must carry.

Members' capital: Geschäftsguthaben in equity

The equity section of a cooperative looks different from a corporation's because membership is fluid.

A cooperative has no fixed subscribed share capital. Instead, § 337 HGB requires the equity section to show the members' credited capital balances (Geschäftsguthaben der Mitglieder) together with the cooperative's results reserves (Ergebnisrücklagen), including the statutory reserve. Because members can join and leave, and their shares are repaid on departure, the members' capital fluctuates from year to year rather than staying constant like a GmbH's subscribed capital.

The notes under § 338 add the cooperative-specific disclosures: the number of members and how it changed during the year, the amount of members' capital that increased or decreased, the total outstanding, and any additional-payment obligation (Nachschusspflicht) the members owe under the cooperative's statutes.

Audit by the Prüfungsverband — regardless of size

The defining compliance feature of a cooperative is that it is audited whatever its size. Under § 53 of the Cooperatives Act (Genossenschaftsgesetz, GenG), every eG must belong to an auditing federation (Prüfungsverband) and be examined by it — typically the institutions and management as well as the annual accounts. A small or micro cooperative that would be audit-exempt as a GmbH is still subject to this Prüfungsverband audit.

For larger cooperatives the examination extends to the annual financial statements in the full statutory sense; for smaller ones the scope is lighter, but the mandatory membership and periodic examination remain. This is why you cannot simply apply the § 316 HGB small-company audit exemption to a cooperative.

Preparation, adoption and filing

• The management board (Vorstand) prepares the statements; the supervisory board and the general assembly of members are involved in their examination and adoption.
• Size class under § 267 still governs how much of the Bilanz, GuV and Anhang becomes public.
• The statements are filed with the Unternehmensregister within twelve months of the balance sheet date (§ 325 HGB), like any other entity.
• The mandatory Prüfungsverband audit under § 53 GenG runs in parallel and does not depend on reaching the § 316 size thresholds.

Frequently asked questions

Does a cooperative (eG) always need an audit?

Yes. Under § 53 GenG every registered cooperative must belong to an auditing federation (Prüfungsverband) and be examined by it, regardless of size. The § 316 HGB small-company audit exemption does not apply to a cooperative.

Which HGB rules apply specifically to a cooperative?

The general HGB rules apply, modified by §§ 336–338: § 336 on preparation, § 337 on the cooperative balance sheet (members' Geschäftsguthaben and results reserves), and § 338 on the cooperative-specific notes such as member movements and any Nachschusspflicht.

What is Geschäftsguthaben on a cooperative balance sheet?

It is the credited capital balance held by the cooperative's members — the members' equity contributions. Because members can join and leave, this figure fluctuates each year, and it is shown in equity under § 337 HGB alongside the results reserves.

Does the size class matter for a cooperative?

Yes, but only for disclosure scope. The § 267 size classes still determine how much of the Bilanz, GuV and Anhang is published and whether a Lagebericht is required. They do not switch off the § 53 GenG audit obligation, which applies at any size.

Who audits a small cooperative?

Its auditing federation (Prüfungsverband), which every eG must join under § 53 GenG. Even a micro or small cooperative that would be audit-exempt as a GmbH is examined by its Prüfungsverband.