Compliance sounds like a corporate-group topic — but it applies just as much to a single-shareholder UG. Miss Germany's filing, accounting, and disclosure obligations and you risk fines, penalty payments, and in serious cases the managing director's personal liability. Here's the practical overview: what actually needs doing, when, and what happens if you don't.
The compliance starter kit after formation
Right after forming a GmbH or UG, these are due:
- Commercial register: registration (via the notary) and ongoing accuracy — changes to management, seat, or shareholders must be filed without delay
- Transparency register: beneficial owners must be reported — mandatory for all GmbHs and UGs, fines for omission
- Trade registration and tax registration (tax number guide)
- IHK membership: arises automatically; note the contribution obligation
- Imprint obligation: serviceable address, authorized representatives, register number, VAT ID where applicable on your website — a business address fulfills the requirement without publishing your home address
Ongoing obligations in the annual rhythm
| Obligation | Deadline | If missed | |---|---|---| | Prepare annual financial statements | 6 months after fiscal year end (small companies: 11) | director liability risk | | Disclosure in the company register | 12 months after fiscal year end | penalty from €2,500 | | Corporate/trade tax returns | July 31 of the following year (longer with a tax advisor) | late surcharges | | VAT advance returns | monthly/quarterly, 10th of the following month | surcharges, estimated assessments | | Shareholders' meeting | at least once a year | defective resolutions |
VAT details including deadlines and OSS are in our VAT guide.
Accounting and retention
Corporations are subject to balance sheet accounting (double-entry under the German Commercial Code). Add the retention obligation: 10 years for accounting records and financial statements, 6 years for business letters. Digital is allowed — but audit-proof.
Data protection: the GDPR basics
For almost every company with a website and customer data:
- Privacy policy on the website
- Record of processing activities (almost always mandatory, even for small companies)
- Data processing agreements with service providers (hosting, newsletter, CRM)
- Breach notification: 72 hours to the supervisory authority
- Data protection officer only from 20 people permanently processing data — not needed for most startups
Employer compliance (from the first hire)
- Registration with the employers' liability insurance association (accident insurance)
- Payroll with social security reporting
- Occupational safety under the ArbSchG — including home office
- Employment contracts in text form with the mandatory details of the Verification Act
What concerns managing directors personally
A GmbH managing director is personally liable for violating core duties — the three most critical:
- Insolvency filing duty: file within 3 weeks of illiquidity (6 weeks for over-indebtedness)
- Taxes and social contributions: non-payment is a personal liability and even criminal risk
- Accounting duty: organizational failures fall back on the director
The compliance checklist for the start
- ✅ Transparency register filing done?
- ✅ Imprint complete (address, register, VAT ID)?
- ✅ Privacy policy online, processing agreements signed?
- ✅ Bookkeeping set up (tax advisor or software)?
- ✅ Deadline calendar for statements, disclosure, tax dates?
- ✅ Mail reception secured? Official mail that doesn't reach you doesn't stop deadlines — a digital mailbox delivers every letter digitally the moment it arrives
FAQ
Does all this apply to a small UG too? Yes. UGs face the same obligations as GmbHs — only the disclosure is reduced to depositing the balance sheet for micro companies.
What does a compliance violation typically cost? From €2,500 penalty (disclosure) through five-figure GDPR fines up to unlimited personal liability for delayed insolvency filing.
Do I need a compliance officer? Not as a startup. A clean deadline calendar, a tax advisor, and clearly assigned responsibility are enough for the first years.
Who helps with ongoing compliance? Bookkeeping, tax returns, and annual statements are handled by Clevver's Tax & Accounting service — deadlines included.