ESEF (iXBRL) vs. HGB-XML: which electronic disclosure affects whom?
Both routes lead to the Unternehmensregister, but with different formats. What decides is whether a company is a domestic issuer. This post explains the line.
Two regimes, one Unternehmensregister
ESEF documents and the rest of HGB disclosure go to the Unternehmensregister, run by the Bundesanzeiger Verlag. They differ in format and in who is affected.
Before filing, check whether the company is a domestic issuer. The format follows from that.
Source: Terms of use of the Unternehmensregister (D088), § 8
What is ESEF?
ESEF (European Single Electronic Format) is the EU's uniform electronic reporting format, based on the Transparency Directive 2004/109/EC and Delegated Regulation (EU) 2019/815.
Technically it is XHTML with embedded iXBRL tags. The IFRS consolidated statements are tagged; the issuer's own HGB annual accounts are filed as XHTML.
Who does ESEF affect?
The ESEF format applies to companies that are domestic issuers under § 2 (14) WpHG, i.e. have securities admitted to an EU regulated market, and do not fall under § 327a HGB (§ 328 (1) sentence 4 HGB). That is not quite the same group as capital-market companies under § 264d HGB.
GmbH, UG, unlisted AG and GmbH & Co. KG are usually not affected. Exception: a GmbH whose bonds with a denomination below €100,000 are admitted to trading is a domestic issuer too.
What is the HGB-XML disclosure (DiRUG)?
All other companies obliged to disclose file under §§ 325 ff. HGB. Since the DiRUG, fiscal years beginning after 31 Dec 2021 go to the Unternehmensregister; older ones to the Bundesanzeiger.
They file XML following the Bundesanzeiger Verlag's schema. PDF and Office files are possible too and are converted by the operator for a charge.
ESEF vs. HGB-XML compared
The overview below shows the key differences between the two regimes.
| Aspect | ESEF (iXBRL) | HGB disclosure |
|---|---|---|
| Companies affected | Companies that are domestic issuers (§ 328 (1) s. 4 HGB) | All other companies obliged to disclose (§§ 325 ff. HGB) |
| Format | XHTML with iXBRL | XML following the Bundesanzeiger Verlag's schema; PDF and Office for a conversion charge |
| Legal basis | § 328 (1) s. 4 HGB, Delegated Regulation (EU) 2019/815 | §§ 325 ff. HGB, DiRUG |
| What to file | The § 325 HGB documents in ESEF format; the annual financial report under § 114 WpHG is a separate report | Annual accounts, by size with management report and audit opinion |
| Fee, large company | €330.00 (KV 1423 b) | €110.00 (KV 1423 a) |
| Deadline | 4 months after the balance sheet date | 12 months after the balance sheet date |
And Uregistry?
Uregistry covers HGB disclosure for micro, small and medium-sized companies. ESEF is not included and not planned. Uregistry settles the domestic-issuer question at the start.
FAQ
Does ESEF also apply to GmbHs or unlisted AGs?
Usually not. ESEF applies to companies that are domestic issuers. A GmbH with bonds admitted to trading can fall under it, though.
Is the higher fee tier for large companies the PDF tier?
No. The €330 and €550 tiers in KV 1423 and 1426 are for the ESEF format. The schedule does not state which tier applies to PDF; the conversion charge applies to PDF in any case.
Does Uregistry support ESEF?
No. Uregistry builds XML for HGB disclosure of micro, small and medium-sized companies.
Without liability. Not legal advice. Verify binding requirements with the competent bodies or a qualified legal and tax advisor.