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. The transparency obligations affect "associations" within the meaning of Section 20 (1) sentence 1 GwG, i.e. all legal entities under private law and "legal arrangements" within the meaning of Section 21 GwG, i.e. certain trustees and trustees of foundations without legal capacity with a self-interested foundation purpose and legal arrangements that correspond to such foundations in terms of their structure and function. The transparency obligations also affect associations domiciled abroad if they hold or undertake to acquire ownership of real estate located in Germany, unless they have already submitted the relevant information to a transparency register in another EU member state. In accordance with Sections 20 and 21 of the German Money Laundering Act (GwG), "associations" and "legal entities" (hereinafter referred to as "parties obliged to notify") are obliged to notify the details of the beneficial owner (Section 19 GwG) electronically without delay for entry in the transparency register (see under "Online Procedure").
Beneficial owner is
- the natural person who ultimately owns or controls a legal entity, other company or legal arrangement as defined in Section 3 (3) AMLA, or
- the natural person at whose instigation a transaction is ultimately carried out or a business relationship is ultimately established (Section 19 (2) AMLA in conjunction with Section 3 (1) and (2) AMLA).
In the case of legal entities (with the exception of foundations with legal capacity and other companies that are not listed on an organized market pursuant to Section 2 (11) of the German Securities Trading Act (Wertpapierhandelsgesetz) and are not subject to any transparency requirements under Community law with regard to voting rights or equivalent international standards), the beneficial owner is any natural person who directly or indirectly
- holds more than 25% of the capital shares (cf. Section 3 (2) Sentence 1 No. 1 GwG),
- controls more than 25% of the voting rights (cf. Section 3 (2) Sentence 1 No. 2 AMLA) or
- exercises control ina comparable manner (cf. Section 3 (2) sentence 1 no. 3 AMLA).
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 (Section 290 (2) to (4) of the German Commercial Code - HGB) over the association pursuant to Section 20 (1) of the MLA (cf. Section 3 (2) sentence 3 of the MLA). Indirect control exists, in particular, if corresponding shares are held by one or more associations which, in turn, are controlled by a natural person (cf. Section 3 (2) sentence 2 AMLA).
If no natural person can be identified even after comprehensive checks have been carried out and no facts pursuant to Section 43 (1) AMLA have been established, the beneficial owner shall be deemed to be the legal representative, the managing partner or the partner of the contracting party (Section 3 (2) sentence 5 AMLA).
In the case of foundations with legal capacity and administrators of trusts or trustees 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 designated,
- 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 can directly or indirectly exercise a controlling influence on an association that is
a member of the foundation's board of directors or who has been designated as a beneficiary of the foundation (cf. in this regard Section 19 (2) sentence 2 in conjunction with Section 3 (1) and (3) GwG).
The following must be notified
- all legal representatives of legal entities under private law (including public limited companies (AG) (unless listed on an organized market pursuant to Section 2 (11) of the German Securities Trading Act (WpHG) or subject to transparency requirements under Community law), civil law partnerships (GbR), limited liability companies (GmbH), entrepreneurial companies (haftungsbeschränkt),
- registered associations (e. V.),
- registered cooperatives (e. G.),
- foundations with legal capacity,
- 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 generally apply to sole proprietors and registered traders (e. K.).
- With the entry into force of the amended Money Laundering Act on December 28, 2022, legal entities under private law and registered partnerships with their registered office abroad are also subject to the notification requirement if they hold ownership of real estate located in Germany or undertake to acquire such ownership (Section 20 (1) sentence 2 GwG). A notification obligation is only not required if the associations with registered offices abroad have already transmitted the information to another register of a member state of the European Union (Section 20 (1) sentence 3 AMLA).
Furthermore, the notification requirement has been extended - also with regard to acquisitions in the context of so-called share deals - to include existing cases. § Section 59 (13) AMLA grants a transitional period for existing cases until June 30, 2023.
Companies whose beneficial owners were already identifiable from other public registers could previously rely on not having to actively report to the transparency register. With the deletion of the notification fiction in Section 20 (2) AMLA, this exception to the notification obligation no longer exists as of August 01, 2021. As of August 1, 2021, all legal entities under private law and registered partnerships must therefore actively report their beneficial owners to the transparency register for registration.
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.
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.
- 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
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 (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.
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
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 firstname.lastname@example.org 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.
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