HGB §§308–309
Consolidated Accounts Measurement
Bewertungsvorschriften (Konzernabschluss)
The HGB measurement provisions for consolidated accounts, including uniform group-wide measurement, subsidiary restatement, and subsequent treatment of goodwill and negative differences.
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Conceptual Framework Linkage
RESOLVING AN EARLIER FLAG: the §§300–307 poster noted uncertainty about how a negative difference (bargain purchase) might later be released to income. §309(2) confirms this directly – a genuine release mechanism exists, covered fully in Section 10 below.
A short but necessary Titel, tying up two loose ends from the previous poster
§308 formalises the uniform-measurement precondition §300(2) already introduced in passing, giving it its own detailed rules and a genuine cost-benefit carve-out. §309 then supplies the SUBSEQUENT-PERIOD treatment of the goodwill and negative-difference items §301(3) created at initial capital consolidation – genuinely a SEQUEL to the previous poster's centerpiece mechanic, not a new topic.
HOW §§308–309 MAP TO GERMAN ACCOUNTING PRINCIPLES
Bewertungsstetigkeit, at group level – §308 requires the SAME measurement method to apply across every group member, not merely within each individual entity over time Proportionality – §308(3)'s disproportionate-cost relief mirrors the same cost-benefit reasoning behind numerous earlier size-dependent and materiality-based reliefs throughout this series
What §§308–309 require, at a glance
§Core requirement
308Uniform measurement per the parent's own methods; restate subsidiaries, unless immaterial or disproportionately costly
309Goodwill amortised per general rules; a negative difference may later be released to income under specific conditions
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Scope
Every group performing full consolidation under the previous Titel
§§308–309 apply to every group preparing a Konzernabschluss under the Vollkonsolidierung mechanics established in the previous poster – §308 to the measurement of every consolidated item, §309 specifically to any goodwill or negative difference §301(3) created.
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§308(1) – Uniform Measurement, Set by the Parent's Own Methods
The parent's own choices become the group-wide standard
§308(1) requires assets and liabilities included in the Konzernabschluss to be measured UNIFORMLY throughout the group, according to the methods the PARENT applies in ITS OWN individual annual accounts – formalising exactly the mechanic illustrated with the LIFO example in the earlier §§297–299 poster. The parent's own measurement elections effectively become the mandatory group-wide standard every subsidiary's figures must be conformed to.
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§308(2) – Restatement Required, With a Materiality Carve-Out
Different methods must be conformed – unless the effect is genuinely immaterial
§308(2) requires a subsidiary's own individual accounts, WHERE they use DIFFERENT measurement methods than the parent's, to be RESTATED to the parent's own methods before consolidation – UNLESS the resulting effect is of subordinate importance for giving a true and fair view of the group's position. This materiality carve-out echoes the SAME pattern seen in §304's own intragroup-profit-elimination relief in the previous poster: HGB consistently permits smaller, genuinely immaterial effects to be left unadjusted rather than demanding perfect uniformity regardless of cost.
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Worked Example – Restating a Subsidiary's Measurement Method
A material difference, genuinely requiring restatement
Example 1: A subsidiary using a different depreciation method
A parent depreciates its own machinery using the straight-line method. A newly-acquired subsidiary has historically used a declining-balance method for its own, materially significant machinery holdings, producing a €340,000 difference in accumulated depreciation relative to what straight-line would show.
Given the MATERIAL €340,000 difference, the subsidiary's machinery must be RESTATED to the straight-line method for consolidation purposes under §308(2) – the group's Konzernbilanz cannot present the SAME category of asset measured under two different depreciation conventions purely because of which legal entity happens to hold it.
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§308(3) – Disproportionate Cost Relief
A genuine, narrow cost-benefit escape valve
§308(3) permits the restatement to uniform methods to be OMITTED where achieving it would involve DISPROPORTIONATE cost or delay – conceptually paralleling the §296(1) disproportionate-cost consolidation-SCOPE exclusion ground established in the earlier poster, but applied HERE to measurement uniformity specifically, rather than to whether an entity is included at all.
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Worked Example – Relying on the Disproportionate Cost Relief
A genuinely high bar, not an ordinary convenience
Example 2: A recently-acquired subsidiary with incompatible legacy inventory records
A parent acquires a subsidiary mid-year whose legacy inventory management system cannot readily reconstruct the historical cost layers needed to restate its inventory measurement method to match the parent's own approach, within the consolidation reporting timeframe.
PROVIDED the cost/delay of reconstructing this historical data is GENUINELY disproportionate – not merely inconvenient – the parent MAY rely on §308(3) to omit the restatement for the current period, while working toward genuine measurement uniformity for future periods as the subsidiary's systems are integrated.
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§309(1) – Goodwill Amortisation: a Cross-Reference, Not a New Regime
The exact same general rules already established for individual-entity goodwill
§309(1) provides that the amortisation of goodwill recognised under §301(3) is determined according to the GENERAL provisions of the "Erster Abschnitt" (the general individual-accounts provisions, Book 3 Section 1) – meaning §246(1) sentence 4's mandatory amortisation rule, established at the very start of this poster series, applies IDENTICALLY to goodwill arising from capital consolidation. §309(1) is genuinely just a CROSS-REFERENCE confirming there is no separate, special amortisation regime for consolidation-goodwill specifically.
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§309(2) – Releasing a Negative Difference to Income
A genuine, if narrow, release mechanism for the equity item §301(3) creates
§309(2) permits a negative difference (negativer Unterschiedsbetrag) shown on the equity/liabilities side under §301(3) to be released to income (ergebniswirksam aufgelöst) – but ONLY to the extent doing so is consistent with the principles of §297 and §298 in conjunction with the general provisions of the Erster Abschnitt. In practice, this is typically exercised where the expected unfavourable developments or expenses that originally justified treating the acquisition as a genuine "bargain" (rather than a measurement error) actually MATERIALISE in a later period – releasing the previously-parked equity item to income at that point.
This confirms and completes the hedge flagged in the earlier §§300–307 poster: HGB's negative difference is NOT simply frozen in equity forever – it CAN eventually reach the Konzern-GuV, just on a DELAYED, conditions-based timeline, rather than the IMMEDIATE recognition IFRS 3 requires at the acquisition date itself.
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Worked Example – Releasing a Negative Difference in a Later Period
The delayed, conditions-based release HGB requires, contrasted with IFRS 3's immediate recognition
Example 3: The expected restructuring losses actually materialise
Recall the distressed-sale acquisition from the earlier §§300–307 poster: a parent acquired a subsidiary for €2,000,000 against €2,600,000 of revalued net assets, recognising a €600,000 negative difference within group equity. The apparent bargain reflected the ACQUIRER's own anticipation of significant restructuring costs and expected operating losses at the subsidiary in the following two years. Those restructuring costs and losses now genuinely MATERIALISE as expected, totalling €600,000 over that period.
As the anticipated unfavourable developments actually occur, the parent releases the €600,000 negative difference from group equity INTO the Konzern-GuV under §309(2), broadly OFFSETTING the restructuring costs/losses as they are recognised – achieving, over TWO OR MORE periods, something economically similar to what IFRS 3 would have recognised as an IMMEDIATE bargain-purchase gain in the acquisition year alone. The TIMING difference remains genuine and significant, even though the ultimate destination (the Konzern-GuV) is eventually the same.
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Critical Judgments & Practical Difficulties
Where judgement matters most
SIGNIFICANT JUDGEMENTS
Whether a measurement difference between the parent and a subsidiary is genuinely material enough to require §308(2) restatement Whether releasing a negative difference under §309(2) genuinely remains consistent with §§297/298's true-and-fair objective, rather than simply smoothing reported results
PRACTICAL DIFFICULTIES
Reconstructing historical measurement data for a newly-acquired subsidiary within the consolidation reporting timeframe Tracking, over multiple periods, whether the specific unfavourable developments originally anticipated at acquisition have genuinely materialised, to justify a §309(2) release
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Relationship to IFRS (IFRS 10, IFRS 3)
Comparison – HGB §§308–309 vs IFRS
FeatureHGBIFRS
Uniform group-wide measurementRequired (§308(1)) – CONVERGEDRequired (IFRS 10) – CONVERGED
Restatement cost-benefit reliefExplicit materiality and disproportionate-cost carve-outs (§308(2)-(3))No explicit equivalent named in IFRS 10 itself, though general materiality applies
Negative difference (bargain purchase)DELAYED, conditions-based release to income (§309(2))IMMEDIATE recognition in profit or loss at acquisition (IFRS 3)
§309(2) is the direct MECHANICAL consequence of the philosophical divergence already flagged in the previous poster – having chosen NOT to recognise a bargain purchase gain immediately, HGB necessarily needs some SUBSEQUENT mechanism to eventually resolve that parked equity item, which IFRS 3 simply never needs since it clears the item immediately at the point of acquisition.
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Statement Mapping
Where every §§308–309 event lands
Event / obligationDocument(s) affectedNotes
Subsidiary measurement restated (§308(2))KonzernbilanzConforms subsidiary figures to the parent's own methods
Goodwill amortisation (§309(1))Konzernbilanz Konzern-GuVFollows the same general rules as individual-entity goodwill
Negative difference released (§309(2))Konzernbilanz Konzern-GuVMoves from group equity into group income, once conditions are met
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Related Provisions – Cross-Reference Map
How §§308–309 connect across HGB Book 3
ProvisionNature of the connection
§300(2)The general uniform-measurement precondition §308 now supplies detailed rules for
§301(3)Creates the goodwill and negative difference §309 governs the SUBSEQUENT treatment of
§246(1) s.4The general mandatory goodwill amortisation rule §309(1) cross-references directly
§296(1)The consolidation-scope disproportionate-cost exclusion ground §308(3) conceptually parallels at the measurement level
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Quick-Reference Glossary
Einheitliche Bewertung
Uniform measurement – the requirement that every group member's figures conform to the parent's own chosen measurement methods.
Erster Abschnitt
The general, individual-accounts provisions of Book 3, Section 1 – cross-referenced by §309(1) for goodwill amortisation mechanics.
Ergebniswirksam auflösen
To release to income (through profit or loss) – the mechanism §309(2) permits for a negative difference, under specific conditions.
Erwartete ungünstige Entwicklungen
Expected unfavourable developments – the typical justification for both an initial negative difference and its later release to income once they materialise.
Key
Konzernbilanz Consolidated balance sheet
Konzern-GuV Consolidated income statement