Micro Entity
Micro-entity (Kleinstkapitalgesellschaft): the lightest HGB regime
A micro-entity — Kleinstkapitalgesellschaft under § 267a HGB — is the smallest German company size class and enjoys the deepest reliefs. This page sets out the thresholds, the shortened balance sheet and income statement, the option to drop the notes entirely, and the ability to deposit rather than publish. It is written for founders and directors of very small GmbHs and UGs.
Do you qualify as a micro-entity?
You are a micro-entity if, on two consecutive balance sheet dates, you do not exceed at least two of these three thresholds: a balance sheet total of €450,000, revenue of €900,000, and an average of 10 employees. These are the raised figures that apply to fiscal years beginning after 31 December 2023.
The class is available to corporations — most often a small GmbH or a UG (haftungsbeschränkt) — and, in analogous form, to very small cooperatives. Some entities are excluded from § 267a regardless of size: investment and holding companies whose sole purpose is holding participations, and certain financial undertakings cannot use the micro reliefs.
The four micro reliefs
Shortened balance sheet (§ 266 Abs. 1 Satz 4)
The Bilanz need only show the items marked with letters (A, B, C …) — fixed assets, current assets, equity, provisions, liabilities — without the Roman-numeral and Arabic-number detail a larger company must present.
Shortened income statement (§ 275 Abs. 5)
The GuV collapses into a handful of lines, starting from a gross result rather than a full nature-of-expense or cost-of-sales breakdown. Far less detail is required than for a small company.
No notes (§ 264 Abs. 1 Satz 5)
A micro-entity may omit the Anhang altogether if it shows a few mandatory figures beneath the balance sheet — guarantees and contingencies, advances to directors, and (for an AG) own shares. Drop the notes and those lines move under the Bilanz.
Deposit instead of publish (§ 326 Abs. 2)
Rather than publishing, a micro-entity may deposit (hinterlegen) its shortened balance sheet with the company register. The figures are then only released to third parties on request, giving more privacy than full disclosure.
What you still have to do
The reliefs simplify the statements; they do not remove them. A micro-entity must still prepare a proper Bilanz and GuV under HGB, keep double-entry books, and observe the same measurement principles (prudence, historical cost, provisions) as any corporation. There is no statutory audit and no management report — those obligations start at the medium class.
Preparation is due within six months of the balance sheet date (§ 264 Abs. 1), and the shortened balance sheet must reach the Unternehmensregister within twelve months (§ 325). Miss that window and the Bundesamt für Justiz opens automatic penalty proceedings starting at €2,500 (§ 335) — dormant micro-entities are not exempt from filing.
Deposit versus publication
The deposit option is the headline privacy benefit of the micro class. A small company must publish (openly disclose) its balance sheet and reduced notes; a micro-entity may instead deposit them, so the numbers are held by the register and disclosed only to a party who specifically asks for them. For many owner-managed businesses this is reason enough to stay within the micro thresholds where the figures allow.
Choosing to deposit rather than publish is an election you make at filing time. You still transmit the data to the register in the same way — the difference is how visible it becomes afterwards.
Frequently asked questions
What are the micro-entity thresholds in Germany?
A Kleinstkapitalgesellschaft may not exceed at least two of: €450,000 balance sheet total, €900,000 revenue and 10 employees on average — measured over two consecutive balance sheet dates (§ 267a HGB, post-2024 figures).
Can a micro-entity really skip the notes?
Yes. Under § 264 Abs. 1 Satz 5 a micro-entity may omit the Anhang entirely, provided it presents a few required figures beneath the balance sheet — guarantees and contingent liabilities, loans and advances to management, and, for an AG, own shares held.
What does depositing (Hinterlegung) mean?
Instead of publicly publishing its accounts, a micro-entity may deposit a shortened balance sheet with the company register under § 326 Abs. 2. The figures are then only released to third parties who request them, rather than being openly retrievable.
Does a UG (haftungsbeschränkt) count as a micro-entity?
Usually yes. A UG is a corporation and, given its typically small size, almost always meets the § 267a micro thresholds — so it can use the shortened formats and the deposit option like any Kleinstkapitalgesellschaft.
Does a micro-entity need an audit?
No. Statutory audits under § 316 HGB only apply to medium and large corporations. Micro and small companies are not subject to a statutory audit, though a cooperative is always audited by its Prüfungsverband regardless of size.
When must a micro-entity file?
Prepare within six months of the balance sheet date (§ 264 Abs. 1) and deposit or publish with the Unternehmensregister within twelve months (§ 325). Late filing triggers § 335 penalty proceedings starting at €2,500.