OHG financial statements: accounting duty, exemptions and the § 264a case

An OHG is a merchant, so it keeps books

An OHG is a commercial partnership (Handelsgesellschaft) and therefore a merchant (Kaufmann) under the HGB. That triggers the general bookkeeping duty of §§ 238 and 242 HGB: the OHG must keep double-entry accounts and prepare an opening balance sheet and, at each year end, a balance sheet (Bilanz) and an income statement (GuV). Partnerships with at least one natural-person partner do not, however, have to add notes (Anhang) or publish their accounts.

So the baseline OHG — one with individuals among its fully liable partners — prepares a Bilanz and GuV for internal, tax and creditor purposes, but is not drawn into the corporation disclosure regime.

The § 241a small-partnership exemption

A genuinely small OHG with natural-person partners can drop double-entry accounting altogether.

Under § 241a HGB, a partnership whose partners are all natural persons need not prepare a full HGB balance sheet and income statement if it does not exceed €800,000 in revenue and €80,000 in profit (Jahresüberschuss) in two consecutive fiscal years. An OHG that stays under both thresholds may instead determine its result with a simple cash-basis income-surplus statement (Einnahmenüberschussrechnung, EÜR, § 4 Abs. 3 EStG) for tax.

The exemption is lost the moment the partnership structure includes an entity partner rather than only natural persons, or once the thresholds are exceeded on two consecutive dates. Many small trading OHGs sit comfortably within it and never prepare a formal Bilanz.

When an OHG files like a corporation (§ 264a)

The picture changes completely if no directly liable partner of the OHG is a natural person — for example an OHG whose partners are all limited companies. § 264a HGB then extends the full corporation rules (§§ 264–330) to the partnership: it must add notes (Anhang), a management report (Lagebericht) if it is medium-sized or large, undergo a statutory audit above the size thresholds, and publish its statements through the Unternehmensregister.

In that situation the § 241a exemption is not available at all, because § 241a is reserved for partnerships whose partners are natural persons. The size classes of § 267 / § 267a and the deadlines of § 264 and § 325 apply exactly as they would for a GmbH.

Capital accounts and the tax side

• Instead of subscribed share capital, an OHG's equity is made up of the partners' capital accounts (Kapitalkonten) — contributions plus profit, loss and withdrawal movements.
• A natural-person OHG does not publish its accounts; a § 264a OHG does, with the publication scope shrinking by size class.
• Even a § 241a-exempt OHG still has tax duties, and one that does keep a balance sheet generally transmits an E-Bilanz under § 5b EStG.
• Profits are allocated to the partners and taxed at partner level (transparent taxation), not at the OHG.

Frequently asked questions

Does an OHG have to prepare annual accounts?

Generally yes. As a commercial partnership it is a merchant and must keep double-entry books and prepare a Bilanz and GuV under §§ 238, 242 HGB — unless it qualifies for the § 241a small-partnership exemption, in which case a cash-basis EÜR can suffice.

Does an OHG publish its accounts?

Only if no natural person is a fully liable partner. A normal OHG with individual partners prepares accounts but does not file them publicly. An OHG caught by § 264a — where no directly liable partner is a natural person — must publish like a corporation.

When is an OHG treated like a corporation?

When none of its directly liable partners is a natural person. § 264a HGB then applies the full corporation accounting, audit and disclosure rules, including notes, size classes and filing with the Unternehmensregister.

Can an OHG use the § 241a exemption?

Yes, if all its partners are natural persons and it stays under €800,000 revenue and €80,000 profit in two consecutive years. It can then use a cash-basis EÜR instead of a full HGB balance sheet. The exemption is unavailable to a § 264a OHG.

Does an OHG need to file an E-Bilanz?

If it keeps a balance sheet for tax purposes, it generally transmits an E-Bilanz to the tax authority under § 5b EStG. A § 241a-exempt OHG using an EÜR files the tax income-surplus statement instead.