Transparency register; registration
The transparency register records certain information on the ownership structures - i.e. beneficial owners - of companies, foundations and similar entities. The parties concerned must provide this information in order to be entered in the transparency register.
The Transparency Register has created the conditions for recording information on the beneficial owner behind a company. For certain associations and legal entities, in particular legal entities under private law and registered partnerships, as well as for trustees, foundations and associations with legal capacity (hereinafter referred to as "persons obliged to notify"), there is an obligation to notify the information on the beneficial owner electronically without delay for entry in the transparency register (see under "Online Procedure").
Beneficial owner is
- the natural person who ultimately owns or controls the contracting party, or
- the natural person at whose instigation a transaction is ultimately carried out or a business relationship is ultimately established.
In the case of legal entities and other companies, the beneficial owner is any natural person who directly or indirectly holds
- holds more than 25% of the capital shares
- controls more than 25% of the voting rights, or
- exercises control in a comparable manner.
The beneficial owner is also the person who can exercise indirect control over the association. Control exists in particular if the natural person can directly or indirectly exercise a controlling influence over the association pursuant to Section 20 (1) GwG. Indirect control exists in particular if corresponding shares are held by one or more associations, which are in turn controlled by a natural person.
If no natural person can be identified even after comprehensive checks have been carried out and no facts pursuant to Section 43 (1) have been established, the beneficial owner shall be deemed to be the legal representative, the managing partner or the partner of the contracting party.
In the case of foundations with legal capacity and administrators of trusts or fiduciaries or in the case of legal forms comparable to these, the beneficial owners shall include
- any natural person acting as settlor, administrator of trusts (trustee) or protector, if any,
- any natural person who is a member of the Board of Directors of the Foundation,
- any natural person who has been designated as a beneficiary,
- the group of natural persons for whose benefit the assets are to be managed or distributed, provided that the natural person who is to become a beneficiary of the managed assets has not yet been determined,
- any natural person who otherwise exercises, directly or indirectly, a controlling influence over the management or distribution of the assets, and
- any natural person who may directly or indirectly exercise controlling influence over an association that is a member of the board of directors of the foundation or that has been designated as a beneficiary of the foundation.
The following are subject to notification
- legal representatives of legal entities under private law (including AG, GmbH, Unternehmergesellschaften (haftungsbeschränkt),
- associations, with the exception of registered associations under Section 21 of the German Civil Code (non-profit associations), unless these have a real beneficial owner, or the members of the Board of Management have a place of residence or citizenship outside Germany, or a change in the Board of Management was not immediately notified for entry in the Register of Associations. In these three cases, the automatic entry in the transparency register is not sufficient (Section 20 a GwG).
- European Company (SE),
- partnership limited by shares (KGaA),
- registered partnerships (including oHG, KG, partnerships) as well as
- "legal structures" within the meaning of Section 21 AMLA, i.e. certain trusts and trustees of non-legal foundations with a self-interested foundation purpose and legal structures that correspond to such foundations in terms of their structure and function.
In the case of a civil-law partnership (GbR), the special feature is that there is currently no possibility for it to be entered in the register by naming its company. However, if the GbR holds shares in a GmbH, the shareholders of the GbR must also be entered in the list of shareholders of the GmbH via the amendments to Section 40 (1) GmbHG. The notification requirement does not apply to sole proprietors and registered traders (e. K.).
With the entry into force of the amending act to implement the amending directive to the Fourth EU Money Laundering Directive on January 1, 2020, legal entities under private law and registered partnerships with their registered office abroad are also subject to the notification requirement if they undertake to acquire ownership of real estate located in Germany.
The notification fiction formerly contained in Section 20 (2) AMLA (old version) no longer applies, so that all legal entities under private law and registered partnerships are now obliged to notify the transparency register. In accordance with Section 59 (8) GwG, there are currently still transitional periods for the notification obligations that have become necessary as a result:
- for stock corporations, SEs, partnerships limited by shares until March 31, 2022,
- for limited liability companies, cooperatives, European cooperatives or partnerships until June 30, 2022,
- in all other cases until December 31, 2022.
The parties obliged to notify or the third parties commissioned to notify may only use the electronic input forms of the register-keeping body for the entry (see "Online procedure"). This is the only way in which an entry can be properly commissioned.
The following information on the beneficial owner must be provided to the transparency register:
- First and last name
- Date of birth
- Place of residence
- Nature and extent of beneficial interest1
- In the case of certain associations, the nature of the economic interest results, for example, from the holding of capital shares, the control of voting rights or the exercise of control in a comparable manner (e.g. contracts, agreements with third parties) or the function as legal representative, managing partner or partner.
- The extent of the economic interest is determined in particular by the amount of the capital shares or voting rights.
- In the case of certain legal structures (trusts, foundations without legal capacity or legal structures corresponding to such foundations) and foundations with legal capacity, the nature and scope of the economic interest result from one of the functions listed in Section 3 (3) GwG.
- The amendments to the AMLA that came into force on January 1, 2020 also introduced, among other things, the obligation to disclose nationality. Legal entities under private law and registered partnerships under private law that benefit from the fictitious effect of other registers are not required to subsequently enter information on nationality. If, on the contrary, there is an entry in the transparency register, the nationality of the beneficial owner should be supplemented without culpable hesitation in order to avoid a possible fine.
- The notification obligation also applies to legal entities under private law and registered partnerships domiciled abroad that acquire ownership of real estate in Germany. A notification obligation is only not required if the associations with their registered office abroad have already transmitted the information to another register of a member state of the European Union.
The notification obligation also extends to subsequent changes in the information on beneficial owners, without the need for a request from the registry-keeping body.
Furthermore, since January 1, 2020, legal entities under private law or registered partnerships subject to the notification requirement must, in fulfillment of their due diligence obligations, notify Bundesanzeiger Verlags GmbH without delay if
- their name has changed
- they have been merged or dissolved, or
- their legal form has been changed.
Violations of obligations in connection with the transparency register, e.g. if information on beneficial owners is not disclosed, not disclosed correctly, not disclosed in full or not disclosed in a timely manner to the entity keeping the register, constitute an administrative offense and may be punished by a fine of up to 150,000 euros. In cases of a serious, repeated or systematic violation, fines of up to one million euros or up to twice the economic benefit derived from the violation and, in certain special cases, up to five million euros or 10 percent of the total turnover achieved by the legal entity or association of persons in the financial year preceding the authority's decision are possible.
In addition, final measures and unappealable decisions imposing fines are published on the Internet for a period of five years.
For certain associations and legal structures, there is an obligation to immediately provide the information on the beneficial owner for entry in the Transparency Register.
The notification to the transparency register is not subject to a fee as such.
An annual fee of 4.80 euros is currently charged for maintaining the transparency register.
Legal entities under private law, registered partnerships and any legal arrangement under Section 21 AMLA are liable to pay fees - irrespective of whether the notification obligation is deemed to have been fulfilled on the basis of the fiction under Section 20 (2) AMLA.
Fees and expenses are also charged for the inspection. The specific fee elements and fee amounts are set out in the Annex to Section 1 of the Transparency Register Fee Ordinance (TrGebV).
Links to more information
Responsible for editing: Bayerisches Staatsministerium des Innern, für Sport und Integration
- Online transactions, Bavaria-wide
- Online transactions, locally limited
- Prefillable Form, Bavaria-wide
- Legal bases, Bavaria-wide
- Legal bases, locally limited
- Fees, Bavaria-wide
- Fees, locally limited