HGB §§290–293 Consolidated Accounts: Scope of Application

Conceptual Framework Linkage

A MAJOR STRUCTURAL TRANSITION: everything from §290 onward governs GROUP (Konzern), not individual, financial statements. This Titel answers the two threshold questions any consolidation regime must answer first: WHO must consolidate (the control test), and WHO is exempted from doing so (the EU/EEA, third-country, and size-based reliefs).

Where the poster series turns from single entities to groups

Every provision covered so far in this series – bookkeeping, recognition, measurement, the Bilanz, the GuV, the Anhang, the Lagebericht – governs a SINGLE legal entity's own accounts. §§290–293 open an entirely new layer: the obligation to look THROUGH legal entity boundaries and present an economically unified picture of an entire group, wherever genuine CONTROL exists.

HOW §§290–293 MAP TO GERMAN ACCOUNTING PRINCIPLES

Wirtschaftliche Betrachtungsweise (economic substance) – the §290(2) control tests look past FORMAL ownership percentages to genuine, substantive control, echoing the wirtschaftliches Eigentum doctrine introduced in the earlier §§246–251 poster Gläubigerschutz, at group level – creditors and investors dealing with a parent need to see the group's TRUE combined financial position, not just one legal entity's own, potentially misleadingly narrow, accounts

What §§290–293 require, at a glance

§Core requirement

290Obligation to prepare a Konzernabschluss where controlling influence exists

291Exemption where an EU/EEA parent's own group accounts already include the sub-group

292Parallel exemption for equivalent third-country (e.g. IFRS) group accounts

293Size-dependent exemption for small/medium groups, gross or net method

Scope

German-domiciled parent Kapitalgesellschaften exercising controlling influence

§290 binds a Kapitalgesellschaft with its registered seat in Germany that exercises, directly or indirectly, a controlling influence over another enterprise – REGARDLESS of that subsidiary's own legal form or location. The exemptions in §§291–293 then progressively narrow this population, based on whether duplicate group-level reporting elsewhere, or genuine smallness, makes an independent German Konzernabschluss unnecessary.

§290(1) – the Basic Obligation, and Its Longer Deadline

Five months, not three – reflecting genuine added complexity

§290(1) requires a German parent Kapitalgesellschaft exercising controlling influence over a subsidiary to prepare a Konzernabschluss and Konzernlagebericht for the fiscal year – within the FIRST FIVE MONTHS of the following group fiscal year, a genuinely LONGER deadline than the ordinary §264(1) three-month individual-accounts deadline established in the earlier poster, reflecting the substantial additional time consolidation mechanics (elimination entries, uniform measurement, currency translation) genuinely require.

§290(2) – the Four-Test Control Concept

A rebuttable presumption of controlling influence, established via any ONE of four tests

No.Test

1Holds the MAJORITY of voting rights of shareholders/members in another enterprise

2Holds the right to appoint/remove the MAJORITY of the administrative, management, or supervisory body, AND is simultaneously a shareholder/member

3Has the right to exercise controlling influence pursuant to a Beherrschungsvertrag (control agreement) or a provision in the enterprise's own articles of association

4Bears the MAJORITY OF RISKS AND REWARDS of an enterprise operated for the parent's OWN account, where the parent holds no or only a minority interest – the structured-entity/SPE test (Section 6)

Worked Example – the Majority Voting Rights Test

The most common, straightforward trigger

Example 1: A straightforward majority-owned subsidiary

A German AG acquires 65% of the voting shares of another company, with the remaining 35% held by dispersed minority shareholders with no coordinated voting arrangement.

The AG is presumed to exercise controlling influence under §290(2) No.1, holding a clear MAJORITY of voting rights – the acquired company is a Tochterunternehmen (subsidiary) that must be included in the AG's Konzernabschluss, subject to any applicable exemption under §§291–293.

§290(2) No.4 – the Risks-and-Rewards Test for Structured Entities

Capturing SPEs that pure voting-rights tests would otherwise miss

§290(2) No.4 is a genuinely distinctive test, capturing enterprises operated FOR THE PARENT'S OWN ACCOUNT where the parent holds LITTLE OR NO formal equity interest – the classic special purpose entity (SPE) or structured entity scenario, where control is achieved through contractual arrangements and economic exposure rather than share ownership. This test is CONCEPTUALLY similar to, though textually distinct from, IFRS 10's own broader "control" definition, which likewise captures structured entities through EXPOSURE to variable returns combined with POWER to direct relevant activities – both frameworks arrived, largely independently, at the same underlying insight: pure voting-rights tests alone are insufficient to prevent economically substantive control relationships from escaping consolidation.

Worked Example – Consolidating a Special Purpose Entity

Zero equity ownership, but genuine consolidation required

Example 2: A financing SPE with no parent equity interest

A German parent establishes a separate legal entity to hold and finance a portfolio of receivables, structured so the parent holds NO equity interest whatsoever – but the SPE's activities are entirely directed by the parent's own instructions, and the parent bears substantially ALL of the SPE's risks (credit losses) and receives substantially all of its rewards (financing margin).

DESPITE holding zero equity, the parent must consolidate the SPE under §290(2) No.4 – the enterprise is operated for the parent's OWN account, and the parent bears the majority of its risks and rewards, satisfying the test's substance-driven trigger REGARDLESS of the complete absence of a formal ownership stake.

§290(3)–(5) – Attribution Mechanics

Counting INDIRECT control, and excluding treasury shares

§290(3): voting/appointment rights held by a SUBSIDIARY of the parent are attributed to the parent itself – indirect, multi-tier control is captured, not merely direct holdings §290(3): voting rights attaching to the PARENT'S OWN shares, where held BY the subsidiary, are deducted from the calculation, avoiding a circular double-count §290(4): voting rights are further reduced by those attaching to TREASURY SHARES held by the subsidiary itself

§291 – the EU/EEA Sub-Group Exemption

Avoiding duplicate consolidation within nested EU/EEA group structures

§291 exempts a German parent that is ITSELF a subsidiary of another EU/EEA parent from preparing its OWN Konzernabschluss – PROVIDED the ultimate or intermediate EU/EEA parent's own consolidated accounts fully include the German sub-group, are prepared in accordance with the EU Accounting Directive, are properly audited, and are disclosed in Germany (translated where necessary), among other specific conditions.

Worked Example – a German Intermediate Parent Relying on §291

Genuine relief within a nested group, not a reporting gap

Example 3: A German sub-holding within a French-parented group

A German AG holds several German and other-European subsidiaries, and is ITSELF wholly owned by a French parent, whose own IFRS-based (EU-endorsed) consolidated accounts fully incorporate the German sub-group, are properly audited, and are published in France under the EU Accounting Directive.

The German AG relies on §291 to be EXEMPTED from preparing its OWN Konzernabschluss – its sub-group's financial position remains fully visible through the FRENCH parent's own consolidated accounts, avoiding a substantively duplicative exercise, exactly paralleling the same relief logic seen earlier for individual-entity subsidiaries under §264(3).

§292 – the Third-Country Equivalence Exemption

Where IFRS itself becomes directly relevant to a German exemption decision

§292 supplies a PARALLEL exemption where the ultimate or intermediate parent is based OUTSIDE the EU/EEA – PROVIDED that parent's own consolidated accounts are prepared in accordance with INTERNATIONALLY RECOGNISED, EQUIVALENT accounting principles, and meet corresponding audit and disclosure conditions. A non-EU parent's IFRS consolidated accounts will GENERALLY satisfy this equivalence test – a genuinely interesting point where HGB's OWN exemption machinery directly relies on IFRS's international acceptance, even though HGB itself remains an entirely separate, independently-rooted framework.

Worked Example – a US-Parented German Sub-Group Relying on §292

A US GAAP parent, generally also accepted here

Example 4: A German sub-holding within a US-parented group

A German GmbH holds several German subsidiaries, and is itself wholly owned by a US parent whose own consolidated accounts are prepared under US GAAP, audited, and publicly filed with the SEC.

Since US GAAP is GENERALLY recognised as an internationally accepted, equivalent framework for §292 purposes, the German GmbH may rely on this exemption to avoid preparing its OWN Konzernabschluss – PROVIDED the US parent's accounts genuinely, fully incorporate the German sub-group and the remaining specific §292 conditions (audit, appropriate disclosure) are satisfied.

§292a – Repealed

No current content

§292a is currently marked "(weggefallen)" – repealed, with no substantive content remaining.

§293 – Size-Dependent Exemptions (2024 Thresholds, Confirmed)

Gross method or net method – the company's choice, whichever is simpler

§293 exempts SMALL and MEDIUM-sized GROUPS (assessed on a group-wide, aggregated basis – two of three criteria, not exceeded) from the Konzernabschluss obligation entirely. Two calculation methods are available, and the ENTERPRISE may choose whichever is more convenient – confirmed current thresholds, following the same 2024 legislative increase confirmed for §267:

MethodBalance sheet totalRevenueEmployees

Bruttomethode (gross)≤ €30,000,000≤ €60,000,000≤ 250

Nettomethode (net)≤ €25,000,000≤ €50,000,000≤ 250

The Bruttomethode simply ADDS UP the parent's and each subsidiary's individual, unconsolidated figures with NO elimination entries – hence its HIGHER thresholds, since gross totals haven't yet had intragroup double-counting removed. The Nettomethode instead requires preparing a genuine "trial" consolidated (Probe-Konzernabschluss) figure first – more work, but a SMALLER resulting number, hence the LOWER thresholds.

Worked Example – Gross vs Net Method, Side by Side

Choosing the easier test, when either would qualify

Example 5: A group testing both methods

A group's parent and subsidiaries have individually-reported (unconsolidated) balance sheet totals summing to €28,000,000 (gross). After eliminating intragroup receivables/payables and investment-in-subsidiary balances, the genuine consolidated total would be €22,000,000 (net). Revenue: €55,000,000 gross, €47,000,000 net. 180 employees.

Under the GROSS method: €28,000,000 ≤ €30,000,000 ✓ and €55,000,000 ≤ €60,000,000 ✓ – TWO of three criteria met (employees also within limits), QUALIFYING for exemption without ever needing to prepare the more burdensome trial consolidation. The group can rely on the SIMPLER gross method here and skip the net-method exercise entirely – though if the gross figures had instead exceeded €30M/€60M, checking the NET method (requiring the more work-intensive trial consolidation) would remain available as a second route to the same exemption.

§293(5) – the Capital-Market-Oriented Override

No size-based relief, if ANY group member is capital-market-oriented

§293(5) makes the §293 size exemption ENTIRELY UNAVAILABLE if the parent OR ANY subsidiary included in the Konzernabschluss is capital-market-oriented under §264d, or subject to the credit institution/insurer-specific provisions – mirroring EXACTLY the same override pattern already established for §267's own individual-company size classification. A single small, listed subsidiary buried deep within an otherwise genuinely small group is enough to strip the ENTIRE group of this relief.

Critical Judgments & Practical Difficulties

Where judgement matters most

SIGNIFICANT JUDGEMENTS

Whether a structured entity genuinely satisfies the §290(2) No.4 risks-and-rewards test, particularly for complex financing or securitisation vehicles Whether a foreign parent's accounting framework genuinely qualifies as "internationally recognised and equivalent" for §292 purposes

PRACTICAL DIFFICULTIES

Preparing a genuine trial (Probe-)Konzernabschluss purely to TEST net-method eligibility, when the group may ultimately not even need one Tracking whether any single group member's listing status has changed, silently stripping the whole group of its §293 size-based relief

Relationship to IFRS (IFRS 10, IFRS 3)

Comparison – HGB §§290–293 vs IFRS

FeatureHGB (§290)IFRS 10

Core control conceptFour SPECIFIC, largely bright-line testsONE unified, principles-based control definition (power + variable returns + linkage)

Structured entity capture§290(2) No.4's risks-and-rewards testBuilt directly into the single unified control definition

Small/medium group exemptionExplicit, statutory (§293), with a choice of two calculation methodsNO equivalent – IFRS itself has no group-size-based consolidation exemption

HGB's four-TEST structure is more RULE-based than IFRS 10's single, unified PRINCIPLE – in practice, both frameworks tend to reach the SAME consolidation conclusion in the great majority of ordinary cases, but HGB's more itemised approach can occasionally produce different edge-case outcomes than IFRS 10's holistic power-plus-returns analysis would.

Statement Mapping

Where every §§290–293 event lands

Event / obligationDocument(s) affectedNotes

Control established (§290(2))KonzernabschlussTriggers full consolidation, unless exempted

§291/§292 exemption relied upon–Entire German Konzernabschluss obligation falls away

§293 size exemption relied upon–Same effect, on a size rather than duplicate-reporting basis

Related Provisions – Cross-Reference Map

How §§290–293 connect across HGB Book 3

ProvisionNature of the connection

§264(3)The individual-entity subsidiary exemption this Titel's §291/§292 group-level exemptions closely parallel

§264dSupplies the capital-market-oriented definition underlying the §293(5) override

§267The individual-company size thresholds this Titel's own §293 group thresholds deliberately mirror in structure, though not in figures

§§294–296The NEXT Titel, determining precisely WHICH subsidiaries must be included once the §290 control test is satisfied

Quick-Reference Glossary

Mutterunternehmen / Tochterunternehmen

Parent enterprise / subsidiary enterprise – the two roles defined by the §290(2) control tests.

Beherrschungsvertrag

Control agreement – a contractual basis for controlling influence under §290(2) No.3.

Bruttomethode / Nettomethode

Gross method (simple addition, higher thresholds) / net method (trial consolidation, lower thresholds) for testing §293 size exemption eligibility.

Probe-Konzernabschluss

A trial consolidated financial statement prepared solely to test net-method eligibility under §293.

Konzernlagebericht

Group management report, required alongside the Konzernabschluss under §290(1).

Chancen und Risiken

Risks and rewards – the substance-based test capturing structured entities under §290(2) No.4.

Key

Konzernabschluss Consolidated financial statements