Companies subject to Austrian disclosure requirements must file their annual financial statements with the Commercial Register within the statutory period. For companies with a financial year ending on 31 December 2025, the relevant deadline is 30 September 2026.
If the annual financial statements are not filed on time, the Commercial Register Court may impose a statutory penalty (Zwangsstrafe). The penalty may generally amount to between €700 and €3,600 per person authorised to represent the company. In the case of a GmbH, this will usually be the managing director. In the case of an AG, it will generally be the members of the management board.
The penalty is generally imposed on the responsible individuals rather than automatically on the company itself. For a GmbH, the managing directors are primarily responsible. For an AG, responsibility generally lies with the members of the management board. Where several individuals are authorised to represent the company, the court may impose the penalty on each responsible person. As a result, the total amount may exceed €3,600.
If the annual financial statements are still not filed after the first penalty order, the court may impose another penalty. This may again amount to between €700 and €3,600 per responsible person. Where the failure continues, several penalty orders may be issued one after another until the disclosure obligation has been fulfilled.
The responsible individual generally has to pay the penalty personally. It is therefore not simply an ordinary business expense payable by the GmbH or AG. Whether the company may reimburse or indemnify the managing director or board member depends on the circumstances and should be reviewed separately from a legal perspective. Any reimbursement by the company does not remove the individual’s responsibility towards the Commercial Register Court.
A penalty may be imposed even where the annual financial statements have already been prepared internally but were not filed with the Commercial Register by the deadline. What matters is timely disclosure, not merely completion of the accounts within the company.
Please note that filing annual financial statements with the Commercial Register and submitting tax returns to the Austrian Tax Office are two separate obligations. Filing a corporate income tax return does not replace the obligation to disclose the annual financial statements in the Commercial Register.
If your 2025 financial statements have not yet been completed or filed, outstanding documents and accounting issues should be addressed immediately. The sooner the disclosure is completed, the lower the risk of further statutory penalties.
