KG accounts
KG financial statements: general partners, limited partners and their capital
A Kommanditgesellschaft (KG) is a limited partnership with two kinds of partner: general partners with unlimited liability and limited partners liable only up to their contribution. What a KG has to prepare depends on whether a natural person carries that unlimited liability. This page walks through both cases and how partner capital is shown.
How a KG is structured
A KG has at least one general partner (Komplementär) with unlimited personal liability and at least one limited partner (Kommanditist) whose liability is capped at a registered contribution (Hafteinlage). Like every commercial partnership it is a merchant, so the bookkeeping duty of §§ 238 and 242 HGB applies: it keeps double-entry accounts and prepares a balance sheet (Bilanz) and income statement (GuV).
Whether the KG has to go further than that — into notes, audit and publication — turns on a single question: is the general partner a natural person, or is it another company?
Two regimes, decided by the general partner
Natural-person Komplementär
If a human being carries the unlimited liability, the KG prepares a Bilanz and GuV but adds no Anhang and does not publish. A small KG whose partners are natural persons may even use the § 241a exemption and a cash-basis EÜR.
No natural person liable (§ 264a)
If the only general partner is a company — the classic GmbH & Co. KG — § 264a HGB applies the full corporation rules: notes, size classes, audit above the thresholds, and publication with the Unternehmensregister.
Size and audit
In the § 264a case, the § 267 size classes and the § 316 audit obligation apply exactly as for a GmbH. In the natural-person case there is no statutory audit.
Tax is the same
Either way a KG is taxed transparently: profits are allocated to the partners and taxed at their level, and a KG that keeps a balance sheet transmits an E-Bilanz under § 5b EStG.
Capital accounts of general and limited partners
A KG has no subscribed share capital. Its equity is built from the partners' capital accounts (Kapitalkonten): typically a fixed capital account (Kapitalkonto I) recording the agreed contribution, plus variable accounts for retained profits, loss allocations, withdrawals and partner loans. The general and limited partners' accounts are tracked separately, and the presentation follows § 264c HGB where the corporation regime applies.
For limited partners the notes distinguish the registered liability contribution (Hafteinlage) from what has actually been paid in, because a shortfall affects the partner's residual external liability. Reconciling these accounts correctly each year is the core of preparing a KG's statements, and it is exactly what our software captures from the partner ledgers.
The GmbH & Co. KG special case
By far the most common KG in practice is the GmbH & Co. KG, where the sole general partner is a GmbH. That construction removes any natural-person unlimited liability, so § 264a always applies and the KG files like a corporation. Because it is so widespread, we cover it on its own page — see the GmbH & Co. KG guide linked below for the capital-account and dual-filing detail.
A KG with a natural-person general partner, by contrast, stays in the lighter partnership regime and never publishes, however large it grows — the corporation rules simply do not reach it.
Frequently asked questions
Does a KG have to prepare annual accounts?
Yes. As a commercial partnership it must keep double-entry books and prepare a Bilanz and GuV under §§ 238, 242 HGB. Whether it must also add notes, be audited and publish depends on whether a natural person carries the unlimited liability.
What is the difference between a KG and a GmbH & Co. KG for filing?
A KG with a natural-person general partner prepares a Bilanz and GuV but does not publish. A GmbH & Co. KG has a company as general partner, so no natural person is fully liable, and § 264a HGB makes it file the full corporation set publicly.
How are limited partners' capital accounts shown?
Through the partners' capital accounts (Kapitalkonten) rather than share capital: a fixed contribution account plus variable accounts for profits, losses, withdrawals and loans. The notes separate a limited partner's registered Hafteinlage from the amount actually paid in.
Does a KG publish its accounts?
Only when it is caught by § 264a — that is, when no directly liable partner is a natural person, as in a GmbH & Co. KG. A KG with a natural-person general partner keeps its accounts private, regardless of size.
Can a KG be audited?
A statutory audit under § 316 HGB applies only where § 264a brings the KG into the corporation regime and it is medium-sized or large. A KG with a natural-person general partner is not subject to a statutory HGB audit.