Disclosure Requirements for Financial Statements

Accordingly, financial statements with the  balance sheet date (31 December) must be published  no later than 30 September of the following year.

Scope of Documents Subject to Disclosure

The legal representatives of corporations are required to file the annual financial statements and, where applicable, the management report (as well as, where applicable, the separate non-financial report, the corporate governance report and the report on payments to governments), following their consideration at the annual general meeting or shareholders’ meeting, but no later than nine months after the balance sheet date, together with the auditor’s report where applicable, with the local Commercial Register Court.

The following documents must be disclosed:

* Shortened or condensed disclosure permitted.

** Statutory audits.

New Additional Reporting Obligations

As a result of the Austrian Sustainability Reporting Act (NaBeG), the legal representatives of corporations must submit additional (proactive) declarations for filings from 1 July 2026 onwards. Pursuant to Section 277 (4) of the Austrian Commercial Code (UGB), the following information must additionally be provided as part of a “self-classification”:

• the size class pursuant to Section 221 UGB into which the company falls for the reporting year;
• whether the company is a Public Interest Entity (PIE);
• whether there is an obligation to prepare sustainability reporting;
• whether certain additional reporting obligations apply (Corporate Governance Report; Report on Payments to Governments).

In addition, pursuant to Section 280 (3) UGB, the legal representatives of a parent company must declare whether the company is subject to a group reporting obligation in the relevant financial year (or which exemption applies) and whether an exemption from consolidated sustainability reporting is available.

While the aforementioned reporting obligations only apply where the relevant statutory requirements are met, the new declaration requirement regarding consolidated financial reporting (Section 280 (3) UGB) must always be considered by all parent companies. Parent companies must therefore expressly state whether they are subject to a group reporting obligation or, if applicable, specify the relevant exemption.

Responsibility for these notifications rests with the legal representatives of the corporation (i.e. members of the management board or managing directors). The declarations may either be submitted BEFORE disclosure to the Commercial Register or, at the latest, together with the disclosure of the annual or consolidated financial statements. Accordingly, the latest possible submission date is the date of disclosure of the annual or consolidated financial statements.

Electronic Submission

The formal requirements for the electronic submission of financial statement data have recently changed. As a general rule, new requirements regarding structure and submission channels are applicable since 1 March 2025. However, a transitional period was granted allowing annual financial statements as at 31 December 2024 to continue to be filed via FinanzOnline using the structured Version “JAb 3.32”, as in previous years. From 1 January 2026, the previous submission method via FinanzOnline was discontinued. Pursuant to Section 12 in conjunction with Section 7 ERV 2021 (most recently amended by the Ordinance of the Federal Ministry of Justice dated 28 February 2025; Federal Law Gazette II No. 27/2025), the following three submission channels are available:

• Web form for direct manual data entry via justizonline.gv.at for micro corporations and small corporations. Data can be submitted directly and transmitted to the Commercial Register.
• Submission of the XML/ESEF file via an authorised electronic legal communication service provider (ERV).
• Submission of the XML/ESEF file via a dedicated online form on justizonline.gv.at.

Submission may be made either in XML format or in ESEF format.

No changes have been made regarding the file format itself as a result of the regulatory amendment. XML files and ESEF filings remain permissible. However, listed companies that are required under Section 245a (1) UGB to prepare consolidated financial statements in accordance with IFRS must publish their consolidated financial statements in ESEF format pursuant to Delegated Regulation (EU) 2019/815.

The structured XML file is generally generated by the accounting software used. For micro corporations and small corporations, the electronic web form provided by the Federal Ministry of Justice may alternatively be used. We would be pleased to assist you with advice and preparation of the XML file under either option.

In addition, the underlying structure has been revised, meaning that from 1 January 2026 only disclosures based on the JAb 4.0 structure (which has already been revised several times by the Federal Ministry of Justice) will be accepted. The new structure was primarily developed for corporations and corporate partnerships that prepare financial statements exclusively under UGB, although certain exceptions remain where documents may still be submitted as PDF attachments. However, these exceptions have been further reduced through the introduction of the new structure. As a result, all annual and consolidated financial statements prepared under UGB must generally be filed in structured format in the future. Exceptions continue to include entities subject to special accounting provisions (e.g. banks and insurance companies) or annual or consolidated financial statements prepared under foreign law (e.g. exempting consolidated financial statements or disclosure of the financial statements of a head office in the case of registered branches).

Consolidated Financial Statements

Where the requirements for consolidation are met, the legal representatives of the parent company must submit consolidated financial statements consisting of a balance sheet, profit and loss account, notes, cash flow statement and statement of changes in equity, together with a consolidated management report (and, where applicable, the separate consolidated non-financial report, the consolidated corporate governance report and the consolidated report on payments to governments), as well as the auditor’s report, to the Commercial Register. Consolidated financial statements must always be disclosed in full; no size-related exceptions are available.

Where a corporation is a subsidiary included in a foreign consolidated financial statement with exempting effect, the exempting consolidated financial statements and the consolidated management report of the ultimate parent company shall be disclosed to the Commercial Register Court either in German or in a language commonly used in international financial markets. The disclosure of foreign consolidated financial statements constitutes an exception to the structured filing requirement. In such cases, the documents may continue to be submitted to the Commercial Register Court as PDF attachments.

The representatives of a branch of a foreign corporation must disclose the financial reporting documents of the head office, which have been prepared, audited and disclosed in accordance with the applicable local law, in German or in a language commonly used in international financial markets. Disclosure by branches of corporations in Austria may be omitted if the accounting documents required under Section 280a UGB are available in German or in a language commonly used in international financial markets through the Business Register Interconnection System (BRIS).

Sanctions

The Commercial Register Court may impose substantial high penalties for failure to comply with the filing deadline without prior notice.

For compliance with the filing deadline, the decisive factor is receipt by the court. Delays or server issues may therefore result in a filing not being submitted on time.

If the annual financial statements are still not disclosed after penalties have been imposed, further automated high penalty orders will be issued every two months in the amount of EUR 700 per board member or managing director and per company. For medium-sized corporations, the penalty is increased to three times this amount from the second assessment onwards and therefore amounts to at least EUR 2,100 per board member or managing director and per company. For large corporations, each subsequent penalty is increased to six times the base amount, i.e. at least EUR 4,200 for each board member or managing director and per company. 

Penalty notices will continue to be issued until the respective annual financial statements have been filed with the Commercial Register Court. Payment of the penalty does not relieve the company of its obligation to disclose its financial statements.