Company register disclosure obligation

Corporations must prepare their annual and consolidated financial statements within five months and submit them to the Commercial Register Court within nine months of the balance sheet date. In recent years, in the wake of the COVID 19 pandemic, companies have been granted extensions of the deadline in this respect, which were intended to take account of the difficulties caused by the pandemic. Now, no extension has been granted under the "Federal Law Concerning Special Measures in Corporate Law Due to COVID-19." A maximum twelve-month disclosure requirement now only applies to annual financial statements with a closing date of June 30, 2022 (disclosure thus until June 30, 2023). A loop-in rule applies for the following three months (annual financial statements up to 30.09.2022 - disclosure up to 30.06.2023).

General deadlines of the Corporate Code

From the balance sheet date of September 30, 2022, the general deadlines of the Corporate Code will therefore once again apply. This stipulates that the legal representatives of corporations must submit the annual financial statements and the management report, together with the auditor's opinion, to the competent commercial register court after they have been discussed at the general meeting or shareholders' meeting, but no later than nine months after the balance sheet date. The aforementioned documents must be submitted electronically. Currently, this means that annual and consolidated financial statements with a balance sheet date of December 31, 2022 must be received electronically by the Commercial Register Court within the nine-month period, i.e. by September 30, 2023 at the latest.

For the purposes of accounting, auditing and disclosure, corporations (e.g. GmbH and AG) also include entrepreneurially active partnerships in which no natural person acts as general partner with unlimited liability, so that capitalistic partnerships (e.g. GmbH & Co KG) must also comply with the disclosure requirement. There are exceptions for micro-corporations, which only have to disclose their balance sheet.

Note: With the entry into force of the WZEVI Act (Act on Wiener Zeitung GmbH and Establishment of an Electronic Federal Announcement and Information Platform) on July 1, 2023, the obligation for companies to publish entries in the commercial register and other announcements to be made by the commercial register court in the official gazette of the Wiener Zeitung will also cease to apply. Instead of the analogous official gazette, an electronic announcement and information platform is to be established.