HGB §§313–314
Group Notes
Konzernanhang
The HGB provisions governing the group notes (Konzernanhang), including disclosure of subsidiaries, measurement methods, goodwill roll-forward, and auditor fees.
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Conceptual Framework Linkage
A FAMILIAR PATTERN, AT GROUP LEVEL: §313–314 mirror the general shape of §§284–288's individual-entity Anhang – explain the numbers, disclose methods and changes, then a long list of specific items. This poster focuses on what's genuinely NEW here: the full "map" of every corporate relationship in the group, the goodwill roll-forward, and group-level auditor fee disclosure.
The same disclosure philosophy, now covering an entire group
Just as §§284–288 delivered the individual-entity's true-and-fair remedy through disclosure, §§313–314 do the SAME at group level – but with genuinely NEW content specific to consolidation: a comprehensive map of every corporate relationship, and a roll-forward of the goodwill this entire subsection's capital consolidation and equity-method mechanics have created.
HOW §§313–314 MAP TO GERMAN ACCOUNTING PRINCIPLES
Klarer Einblick, completed at group level – the SAME "additional disclosure, not departure" remedy established for §297's group-level true-and-fair requirement Transparency over the consolidation boundary itself – §313(2) uniquely requires disclosure of relationships on BOTH sides of the consolidation line: what's IN, and what's excluded and why
What §§313–314 require, at a glance
§Core requirement
313(1)Explain the Konzernbilanz and Konzern-GuV, per the consolidation methods actually applied
313(2)A full map of every corporate relationship – included, excluded, associated, jointly-managed
313(3)Group-wide measurement methods and deviations, disclosed with their financial effect
313(4)A goodwill roll-forward – opening balance, additions, amortisation, closing balance
314A long list of further specific disclosures, including group-level auditor fees
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Scope
Every parent required to prepare a Konzernanhang under §297(1)
§§313–314 apply to every parent required to prepare a Konzernabschluss and its accompanying Konzernanhang under §297(1), established in the earlier poster on the content and form of the Konzernabschluss.
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§313(1) – the General Explanatory Function, at Group Level
Explaining, not merely repeating, the consolidated figures
§313(1) requires the Konzernanhang to EXPLAIN the Konzernbilanz and Konzern-GuV items, taking into account the specific consolidation methods actually applied – directly paralleling §284(1)'s individual-entity function, now extended to cover the additional complexity consolidation itself introduces.
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§313(2) – the Full Map of Every Corporate Relationship
Included, excluded, associated, jointly-managed – and everything in between
§313(2) requires disclosure of name, registered seat, ownership percentage, and (where not consolidated at the parent's own uniform reporting date) the equity and result of the last fiscal year for: EVERY company INCLUDED in the consolidation; subsidiaries EXCLUDED under §296 (Section 296(3)'s own justification requirement is satisfied here); associated companies accounted for under §311–312; jointly-managed enterprises accounted for under §310; and OTHER significant participating interests (Beteiligungen) of 20% or more NOT otherwise consolidated or equity-accounted. This is genuinely a comprehensive "MAP" of every significant corporate relationship the group has, regardless of where it sits on the control spectrum.
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Worked Example – Compiling the §313(2) Relationship Map
A single table capturing every relationship, wherever it sits on the control spectrum
Example 1: A group's complete relationship map
A group has: three wholly-owned subsidiaries fully consolidated under §300; one foreign subsidiary excluded under §296(1)'s severe-restrictions ground (recall the earlier example from that poster); one 50%-owned joint venture proportionately consolidated under §310; one 30% associate accounted for under §311–312; and a separate 22% passive shareholding in an unrelated company, not otherwise consolidated or equity-accounted.
The Konzernanhang discloses ALL FIVE relationships in its §313(2) map – name, seat, and ownership percentage for each – with the EXCLUDED subsidiary specifically cross-referencing its §296(3) justification, and the 22% passive shareholding disclosed even though it triggers NEITHER consolidation NOR equity-method treatment, simply because it exceeds the 20% Beteiligung threshold and therefore warrants transparency regardless of its accounting treatment.
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§313(3) – Group-Wide Measurement Method Disclosure
The group-level counterpart to §284(2)'s individual-entity disclosure
§313(3) requires disclosure of the uniform group-wide measurement methods actually applied per §308 (established in the earlier poster), any DEVIATIONS from the parent's own individual-entity methods, and their financial effect – directly paralleling §284(2)'s individual-entity requirement, now scaled to cover the group-wide harmonisation §308 itself demands.
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Worked Example – Disclosing a Deviation From the Parent's Own Methods
Where the §308(3) disproportionate-cost relief was exercised, readers must be told
Example 2: Disclosing the earlier disproportionate-cost relief
Recall the recently-acquired subsidiary from the §§308–309 poster, whose incompatible legacy inventory systems justified relying on §308(3)'s disproportionate-cost relief rather than fully restating to the parent's own measurement method.
The Konzernanhang discloses that this SPECIFIC subsidiary's inventory has NOT been restated to the group's uniform method, the REASON (disproportionate cost/delay), and – where reasonably estimable – the approximate FINANCIAL EFFECT of this deviation, ensuring readers understand precisely where the consolidated figures depart from full measurement uniformity.
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§313(4) – the Goodwill Roll-Forward
A genuinely useful transparency mechanism, unique to the consolidated level
§313(4) requires disclosure of the COMPOSITION and DEVELOPMENT of the difference amounts arising from capital consolidation (§301) and equity-method investments (§312) – in practice, a "roll-forward" table showing the OPENING balance, ADDITIONS from new acquisitions, AMORTISATION for the period, and CLOSING balance for goodwill (and any negative differences) across the group. This gives readers genuine visibility into how much of the group's goodwill is newly-acquired versus legacy, and how quickly it is being amortised down.
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Worked Example – a Full Goodwill Roll-Forward Table
Tying together the two earlier goodwill examples in this poster series into one disclosure
Example 3: Combining prior years' goodwill with a new acquisition
A group's opening goodwill balance is €3,200,000 (from prior acquisitions, including the €1,700,000 goodwill computed in the earlier §§300–307 poster's Example 1). During the current year, it acquires the associate from the §§311–312 poster, adding €200,000 of embedded goodwill. Annual amortisation across all goodwill items totals €480,000.
The §313(4) roll-forward discloses: Opening balance €3,200,000 + Additions €200,000 − Amortisation €480,000 = Closing balance €2,920,000 – giving readers a clear, auditable bridge between the two balance sheet dates, rather than merely a single closing figure with no visibility into how it was reached.
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§314 – Other Mandatory Disclosures (Selected Major Categories)
The group-level parallel to §285's long list – again, illustrative rather than exhaustive
Consistent with how the earlier individual-accounts poster treated §285, §314's own long, frequently-amended list of specific disclosures is presented here through its MAJOR, well-established categories rather than an exhaustive enumeration of every current numbered sub-point.
Total group-wide liabilities with a remaining term of MORE than 5 years, and secured liabilities, with the type and form of security Group-wide off-balance-sheet financial commitments relevant to assessing the group's overall financial position Average number of group employees during the year, by category Remuneration paid to the PARENT's own management and supervisory bodies (since the Konzernabschluss has no separate governing body of its own) Fees paid to the group's Abschlussprüfer (statutory auditor), broken down by service category (Section 12)
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Worked Example – Group-Wide Off-Balance-Sheet Commitments
Aggregated across every group entity, not just the parent
Example 4: Combining multiple entities' equipment leases
Recall the €600,000 individual-entity equipment lease commitment disclosed in the earlier §§284–288 poster. Two OTHER group subsidiaries hold their OWN separate equipment leases, committing to a further €450,000 and €300,000 respectively.
The Konzernanhang discloses the AGGREGATE group-wide commitment of €600,000 + €450,000 + €300,000 = €1,350,000 under §314 – reflecting the group's TOTAL exposure across every included entity, rather than each subsidiary's own individual-entity Anhang disclosure being left to stand alone and potentially understating the group's genuine combined commitment.
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Auditor Fee Disclosure – a Genuinely Group-Specific Requirement
A transparency measure aimed squarely at auditor independence concerns
§314 requires disclosure of the total fees paid to the group's Abschlussprüfer (statutory auditor), typically broken down by service category – audit services, other assurance services, tax advisory, and other non-audit services. This disclosure exists specifically to address AUDITOR INDEPENDENCE concerns: a large, complex group where the SAME audit firm earns substantial NON-audit fees alongside its audit engagement raises genuine questions about the auditor's ongoing objectivity, and this disclosure gives readers the information needed to evaluate that risk for themselves.
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Worked Example – Disclosing Auditor Fees by Service Category
Making a potential independence concern visible to readers
Example 5: A group's auditor fee breakdown
A group pays its statutory auditor €450,000 for the audit engagement itself, and a further €280,000 for separate tax advisory services during the same year.
The Konzernanhang discloses BOTH figures SEPARATELY – €450,000 audit fees and €280,000 tax advisory fees – rather than a single combined total, allowing readers to independently assess whether the substantial NON-audit fee relative to the audit fee itself raises any genuine concern about the auditor's independence on this engagement.
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Critical Judgments & Practical Difficulties
Where judgement matters most
SIGNIFICANT JUDGEMENTS
Determining which "other significant participating interests" genuinely warrant §313(2) disclosure, beyond the clearly-defined consolidated/excluded/associated categories Estimating the financial effect of a §308(3)-justified measurement deviation where reconstructing the fully-restated figure is itself impracticable
PRACTICAL DIFFICULTIES
Maintaining an accurate, complete §313(2) relationship map across a large, frequently-changing group structure with numerous acquisitions and disposals during the year Aggregating off-balance-sheet commitments consistently across entities using different local record-keeping conventions
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Relationship to IFRS
Comparison – HGB §§313–314 vs IFRS
FeatureHGBIFRS
Disclosure of subsidiaries, associates, joint arrangements§313(2) – broadly converged in objectiveIFRS 12 – a dedicated, considerably more detailed standard covering similar ground
Goodwill roll-forward disclosureRequired (§313(4))Required (IFRS 3) – CONVERGED, though IFRS's own impairment-only regime means the roll-forward never shows systematic amortisation
Auditor fee disclosureRequired (§314)Not an IFRS requirement itself – typically governed by separate securities/audit regulation where applicable
HGB's own disclosure objectives here are broadly ALIGNED with IFRS 12's underlying goals, though IFRS 12 is a considerably more elaborate, STANDALONE standard – HGB instead folds equivalent content into these two comparatively compact paragraphs.
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Statement Mapping
Where every §§313–314 event lands
Event / obligationDocument affectedNotes
Relationship map (§313(2))KonzernanhangNo effect on Konzernbilanz/Konzern-GuV figures themselves
Goodwill roll-forward (§313(4))KonzernanhangReconciles the Konzernbilanz goodwill balance across the year
Auditor fee disclosure (§314)KonzernanhangIndependence-focused transparency measure
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Related Provisions – Cross-Reference Map
How §§313–314 connect across HGB Book 3
ProvisionNature of the connection
§284–288The individual-entity Anhang provisions this Titel closely parallels at group level
§296(3)The exclusion-justification requirement §313(2) specifically satisfies for excluded subsidiaries
§301(3), §309, §312(2)The capital-consolidation and equity-method goodwill mechanics §313(4)'s roll-forward reconciles
§308(3)The disproportionate-cost measurement relief §313(3) requires disclosed when exercised
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Quick-Reference Glossary
Konzernanhang
Consolidated notes – the group-level parallel to the individual-entity Anhang.
Angaben zum Beteiligungsbesitz
Disclosures on shareholdings held – the §313(2) requirement to map every significant corporate relationship.
Entwicklung des Unterschiedsbetrags
Development of the difference amount – the goodwill roll-forward required under §313(4).
Abschlussprüfer
Statutory auditor – whose group-level fees, by service category, must be disclosed under §314.
Honorare des Abschlussprüfers
Auditor fees – disclosed by service category to address independence concerns.
Sonstige Pflichtangaben
Other mandatory disclosures – §314's long list of further specific group-level items.
Key
Konzernanhang Consolidated notes