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.

Description

Prerequisites

The notification is necessary if information on the beneficial owner and on the nature and extent of the economic interest cannot be retrieved electronically via existing entries from other public registers or sources (Section 20 (2) GwG):

  • the Commercial Register (Section 8 of the Commercial Code - HGB),
  • the partnership register (Section 5 of the Partnership Law - PartGG),
  • the register of cooperatives (§ 10 of the Cooperatives Act - GenG),
  • the register of associations (§ 55 of the Civil Code - BGB),
  • the register of companies (Section 8b(2) of the Commercial Code - HGB),
  • Notifications of the existence of a shareholding pursuant to Section 20 (6) of the German Stock Corporation Act - AktG,
  • notifications of voting rights pursuant to Sections 40 and 41 of the German Securities Trading Act - WpHG,
  • lists of shareholders of a GmbH and haftungsbeschränkte Unternehmergesellschaften (limited liability companies) pursuant to Section 8 (1) No. 3,
    Section 40 of the Gesetz betreffend die Gesellschaft mit beschränkter Haftung - GmbHG (German Limited Liability Company Act), and shareholders' agreements pursuant to Section 8 (1) No. 1 in conjunction with Section 2 (1a) Sentences 2 and 4 GmbHG, insofar as these are deemed to be lists of shareholders.

Procedure

The parties obliged to notify or the third parties commissioned to notify may only use the electronic entry 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.

Pursuant to Section 19 (1) AMLA, the following information on the beneficial owner must be provided to the transparency register:

  • First and last name,
  • date of birth,
  • place of residence,
  • type and scope of the economic interest1) (Section 19 (3) AMLA) and
  • all nationalities.

to 1)

    • In the case of certain associations, the information on the nature and extent 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.
    • 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 obligation to notify also extends to subsequent changes in the information on the beneficial owners, without the need for a request by the registry-keeping body (Section 20 (1) AMLA).

Furthermore, pursuant to Section 20 (2) AMLA, legal entities under private law or registered partnerships that are not entered in an electronically retrievable register pursuant to Section 20 (2) AMLA must, in fulfilling their due diligence obligations, notify Bundesanzeiger Verlags GmbH without delay if

  • their name or registered office has changed
  • they have been merged or dissolved, or
  • their legal form has been changed

Special notes

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.

Deadlines

For certain associations and legal structures (see Sections 20 and 21 AMLA), there is an obligation to notify the details of the beneficial owner without delay for entry in the transparency register.

Required documents

  • Documents explaining the nature and extent of the economic interest

    These can be transmitted as PDF documents in the upload procedure within the existing entry forms (only where this is expressly permitted). They cannot replace the entry and are not available for inspection via the Transparency Register.

Online procedures

Fees

  • Notifications to the entity keeping the register for entry in the transparency register pursuant to sections 20(1), 20(2), 21(1) are not subject to a fee as such.

    An annual fee of 20.80 euros has been charged for keeping the transparency register since 2022. Pursuant to Section 24 (1) AMLA, legal entities under private law, registered partnerships and any legal arrangement pursuant to Section 21 AMLA are liable to pay fees - irrespective of whether the reporting obligation was deemed to have been fulfilled on the basis of the fiction under Section 20 (2) AMLA (2020) applicable until July 31, 2021. The fee obligation continues to exist for associations/companies in liquidation or in insolvency, as does the registration obligation.

    Fees and expenses are also charged for inspection (cf. Section 24 (2) AMLA). The special fee elements and fee amounts are set out in the Annex to Section 1 of the Transparency Register Fee Ordinance (Transparenzregistergebührenverordnung - TrGebV).

    Associations that pursue a tax-privileged purpose within the meaning of Sections 52 to 54 of the German Fiscal Code (AO) and have a corresponding certificate from the tax office can register with the Bundesanzeiger Verlag via the website

    https://www.transparenzregister.de/treg/de/downloads?19

    to apply for a fee exemption. In consultation with the Bundesanzeiger Verlag, umbrella associations can assume responsibility for paying the annual fee for their registered member associations in accordance with Section 4 of the German Fees Ordinance (TrGebV).

    The application can be made by e-mail to gebuehrenbefreiung@transparenzregister.de after registration via the website. The application must be submitted by the association liable for the fee. The certificate of the tax office for legal entity recognized by the tax office as tax-privileged (e.g. non-profit association) must be attached to the application. Furthermore, the applicant must prove his identity as well as his authorization to act on behalf of the association by means of suitable evidence.

Legal bases

Links to more information

Status:28.02.2023

Responsible for editing:Bayerisches Staatsministerium des Innern, für Sport und Integration

Contains machine translated content. Show the original content

  • Online transactions, Bavaria-wide
  • Online transactions, locally limited
  • Form, Bavaria-wide
  • Form, locally limited
  • Prefillable Form, Bavaria-wide
  • Legal bases, Bavaria-wide
  • Legal bases, locally limited
  • Fees, Bavaria-wide
  • Fees, locally limited
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