Large Company
Large company (große Kapitalgesellschaft): the full HGB obligations
A large company — große Kapitalgesellschaft under § 267 Abs. 3 HGB — carries the heaviest set of duties: full statements, a full audit, full public disclosure and no size-based reliefs. Capital-market-oriented companies are always large, whatever their size. This page explains when you become large and what that entails for the single-entity statutory accounts.
When you are a large company
You are large if you exceed at least two of the three medium thresholds — that is, above two of €25m balance sheet total, €50m revenue and 250 employees — on two consecutive balance sheet dates. There is no higher class; once you are above the medium limits, you are large.
Separately, § 267 Abs. 3 Satz 2 makes any capital-market-oriented corporation large by definition. A company that has issued shares or bonds on an organised market is treated as large even if its balance sheet, revenue and headcount would otherwise put it in a smaller class.
No reliefs, full disclosure
Full statements
The balance sheet uses the complete § 266 structure, the income statement the full § 275 scheme, and the notes give every § 284–288 disclosure. None of the small or medium abridgements apply.
Full audit
A Wirtschaftsprüfer audits the statements and the Lagebericht and issues an audit opinion (Bestätigungsvermerk) under § 316. The audit is unavoidable at this size.
Full publication
The complete audited statements, Lagebericht and audit opinion are disclosed via the Unternehmensregister — including the income statement. The § 327 medium filing reliefs are not available.
Management report
The Lagebericht under § 289 is mandatory and, for larger or listed entities, extends to risk reporting and, where applicable, non-financial disclosures.
Extra components for capital-market-oriented companies
A capital-market-oriented corporation that is not required to prepare consolidated accounts must expand its single-entity statements under § 264 Abs. 1 Satz 2. On top of the balance sheet, income statement and notes it adds a cash-flow statement (Kapitalflussrechnung) and a statement of changes in equity (Eigenkapitalspiegel), and it may add segment reporting (Segmentberichterstattung).
These are additions to the single-entity HGB accounts, not a group consolidation. A listed German group prepares its consolidated accounts under IFRS by the EU IAS Regulation, but the individual statutory and distributable-profit statement of each entity stays on HGB.
Deadlines at the large class
- Preparation within three months of the balance sheet date (§ 264 Abs. 1), with the audit inside that window.
- Adoption by the shareholders within eight months of year-end for a GmbH (§ 42a GmbHG).
- Filing with the Unternehmensregister within twelve months (§ 325) — the full audited set.
- Late filing draws § 335 penalty proceedings from the Bundesamt für Justiz starting at €2,500 and repeating until you comply.
Frequently asked questions
When is a company classed as large under the HGB?
When it exceeds at least two of the medium thresholds — above two of €25m balance sheet total, €50m revenue and 250 employees — on two consecutive balance sheet dates, or when it is capital-market-oriented (§ 267 Abs. 3 HGB).
Are all listed companies treated as large?
Yes. Under § 267 Abs. 3 Satz 2, any corporation that has issued shares or bonds on an organised market is a large company regardless of its size figures, and carries the full audit and disclosure duties.
Does a large company file a cash-flow statement?
Only if it is capital-market-oriented. Such an entity adds a cash-flow statement and a statement of changes in equity to its single-entity accounts under § 264 Abs. 1 Satz 2; a large but unlisted company does not.
What must a large company publish?
The complete audited balance sheet, income statement, notes and Lagebericht, together with the audit opinion, disclosed through the Unternehmensregister within twelve months of year-end. The § 327 medium filing reliefs do not apply.
Can jahresabschluss.io prepare a German group consolidation?
No. The software prepares the single-entity statutory statements (Einzelabschluss). A German subsidiary's HGB numbers can feed a foreign parent's reporting package, but the group consolidation (Konzernabschluss, §§ 290/297) is out of scope.
How long does a large company have to prepare and file?
Preparation within three months of year-end (§ 264 Abs. 1), audit inside that window, adoption within eight months for a GmbH (§ 42a GmbHG), and filing within twelve months (§ 325).