News for legal representatives of companies with balance sheet date 31 December: In order to avoid heavy fines, take care to disclose the required financial statements documents to the court keeping the Company Register on time until 30 September 2026. Please note that since 1 January 2025, with the introduction of the taxonomy JAb 4.0, it is mandatory to perform a structured disclosure of financial statement data according to this framework within nine months of the balance sheet date.
Mandatory disclosure obligation
Management of
- corporations (GmbH, AG, FlexKapG, SE) pursuant to section 277 et seq. UGB (Austrian Company Code),
- branch offices of foreign corporations pursuant to section 280a UGB, provided that no publication of the financial statements documents of the head office according to the applicable law has been made in BRIS (Business Register Interconnection System of the EU),
- corporate partnerships without fully liable natural persons (e.g. GmbH & Co KG) pursuant to section 221 para. 5 in conjunction with section 189 para. 1 subsec. 2 UGB,
- cooperatives that meet certain size thresholds, and
- other legal entities under special laws
are required to disclose the legally defined, necessary financial statements documents, depending on legal form and size category, in a structured format to the court keeping the Company Register at the company’s registered office no later than nine months after the balance sheet date.
The obligation to disclose the separate financial statements applies to every company falling within the categories mentioned above and must be carried out annually. If the balance sheet date is the 31 December, disclosure is required until 30 September. In case of other balance sheet dates, the end of the disclosure deadline moves accordingly.
The extent of the mandatory disclosure and publication obligation depends on the legal form and size of the company and may also include the management report, audit report (or the adverse opinion or the qualified opinion), appropriation of profit resolution, consolidated financial statements, and other documents (such as the supervisory board report, minutes of the general meeting, sustainability report, corporate governance report, etc.).
Large stock corporations were required to publish their financial statements on the “Elektronische Verlautbarungs- und Informationsplattform des Bundes (EVI)” until 31 March 2026. As of 1 April 2026, the obligation to publish via the EVI will no longer apply due to the Austrian Sustainability Reporting Act (NaBeG).
If an Austrian company is required to prepare consolidated financial statements, the legal representatives are also obliged, pursuant to section 280 UGB, to file these consolidated financial statements, including the notes, the management report for the group, and, if applicable, the consolidated sustainability report, with the court keeping the Company Register. If an Austrian subsidiary is included in foreign consolidated financial statements with exempting effect, these foreign consolidated financial statements must also be filed with the Austrian court keeping the Company Register.
Generally, disclosures are to be submitted to the court keeping the Company Register in a structured format since the introduction of the taxonomy JAb 4.0 on 1 January 2025. This means that data related to the company (e.g. company register number, financial year, size category, managing directors, etc.) as well as the balance sheet and income statement are prepared in a machine-readable and processable XML-format (in accordance with the balance sheet structure under section 224 UGB and the income statement according to section 231 UGB [applicable from medium-sized companies onward]) and transmitted to the court keeping the Company Register via electronic interface. The courts keeping the Company Register accept unstructured disclosures (e.g. submitting a PDF) only in exceptional cases (e.g. for branches or special purpose balance sheets for credit institutions pursuant to the Austrian Banking Act (BWG) or for insurance companies pursuant to the Austrian Insurance Supervision Act (VAG)).
Our experience shows that unstructured disclosures constantly result in improvement instructions by the courts keeping the Company Register, thus leading to additional expenses. Therefore, we recommend submitting the financial statements only in a structured form.
Missing the deadline and amount of the fine
If the deadline is missed, the court keeping the Company Register imposes heavy fines without prior notification/warning. Every individual body authorised to represent the company (managing directors) as well as the company itself are addressees of the fine. The fine is imposed as long as the corresponding financial statements were submitted to the Company Register. Mere payment of the fine does not exempt from the mandatory disclosure obligation. Depending on the procedural process (penalty order or ordinary procedure), different maximum penalties may apply.
A penalty between 700 Euro and 3,600 Euro may be imposed by resolution. For micro corporations fines from 350 Euro to 1,800 Euro may be imposed. If a small GmbH, for example, has three managing directors, three fines are imposed each amounting to at least 700 Euro and one for the company of at least 700 Euro as well.
If the required financial statements documents are not disclosed despite the imposition of a penalty, further automated penalty orders ranging from 700 Euro to 3,600 Euro per body and company will be issued every two months. For medium-sized corporations the level of fines triples amounting to a minimum of 2,100 Euro and a maximum of 10,800 Euro per member of a body and company starting with the second imposition of fines. For large corporations every further fine sixfolds, meaning at least 4,200 Euro and up to 21,600 Euro per member of a body and company!
Recommendation
In order to avoid heavy fines, improvement instructions and additional expenses, we recommend our clients to take care to transmit their financial statements documents on time for disclosure. Your PwC contact will be happy to assist you, or you can contact our experts Kevin Nitsch (nitsch.kevin@pwc.com) / Desiree Pleyer (desiree.pleyer@pwc.com) directly. We would be happy to handle the disclosure for your single company or offer you customised, scalable solutions for the efficient management of disclosures for multiple single companies within the group.
Authors: Kevin Nitsch, Desiree Pleyer
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