What is the German Transparency Register?

The purpose of the transparency register is to prevent money laundering and terrorist financing.

Content

Who has to make entries in the transparency register?
What does the elimination of the notification fiction and the conversion of the transparency register to a full register for legal entities subject to transparency mean?
When do shareholders (beneficial owners) have to be registered as well?
What information is required to be reported?
Who can view the transparency register?

Registration of beneficial owners

Who has to make entries in the transparency register?

In the transparency register, the beneficial owners of companies and associations specified in more detail in the Money Laundering Act (so-called legal entities subject to transparency) are to be recorded. For this purpose, in accordance with Sections 20 and 21 of the GwG, the information listed in Section 19 (1) of the GwG on the beneficial owners of these legal entities subject to transparency must be obtained, stored, kept up to date, and immediately communicated to the registry office for entry in the transparency register.

Legal entities subject to transparency in accordance with Section 20 of the GwG are:

Legal persons under private law (e.g. GmbH, AG) and registered partnerships (e.g. KG, GmbH & Co. KG).

Legal entities subject to transparency in accordance with Section 21 of the GwG are:

Trusts
Foundations with no legal capacity if the purpose of the foundation is self-serving from the point of view of the founder

Legal arrangements that correspond to such foundations in terms of their structure and function.
According to Section 20 of the GwG, the legal entities themselves subject to transparency are subject to notification. In the case of legal arrangements according to Section 21 of the GwG, the trustees and trustees are required to notify.

What does the elimination of the notification fiction and the conversion of the transparency register to a full register for legal entities subject to transparency mean?

So far, a notification to the transparency register according to §§ 20, 21 GwG was only necessary if the information on the beneficial owner was not derived from existing electronically retrievable entries in other registers, such as the commercial or association register. With the elimination of the so-called notification fiction, the German transparency register is now a full register. For legal entities that are subject to transparency and which were previously able to invoke the notification fiction of Section 20 (2) of the GwG, this means that it is now necessary to register the beneficial owners, which was previously unnecessary.

For these cases, the legislature has standardized transition periods in Section 59 (8) of the GwG new version. According to this, transitional periods apply to legal entities under private law and registered partnerships that were not required to notify the transparency register by July 31, 2021, during which the information that is required to be reported must be communicated to the register-keeping body for entry in the transparency register:

Stock corporations, SEs and partnerships limited by shares must submit the notification for entry by March 31, 2022,
Limited liability companies, cooperatives and European cooperatives or partnerships must submit the notification for registration by 06/30/2022 and
In all other cases, the notification must be made by December 31, 2022 at the latest.

When do shareholders (beneficial owners) have to be registered as well?

Natural persons who alone or together with others hold more than 25 percent of the capital shares or control more than 25 percent of the voting rights must provide additional information about the legal representatives of associations and legal entities.

If they themselves are beneficial owners within the meaning of the AMLA or are under the direct control of such (cf. Section 20 (3) of the GwG).

What information is required to be reported by the beneficial owners?

The following information on the beneficial owner is required to be reported:

The first and last name,
Date of birth, place of residence (not the full address),
Country of residence,
All nationalities
The type of beneficial owner
and the type and scope of the economic interest (cf. § 19 Para. 1 AMLA).

Both changes to the information on the beneficial owner and the relevant changes with regard to the legal entity that is not kept in a register and subject to transparency are notifiable (cf. Section 20 (1a) of the GwG).

Fictitious beneficial owners

The legal representatives of the legal entity are deemed to be fictitious beneficial owners. These are, for example, the managing director or the board of directors.

Who can view the transparency register?

Access to the information on beneficial owners in the transparency register is graded according to the function of the inspector. According to this, certain authorities have full access to the database of the transparency register as part of their tasks. Obliged parties, on the other hand, are only allowed access on a case-by-case basis and within the scope of their due diligence. Limited viewing is granted to members of the public.

The legal basis can be found in

§§ 18 ff. Money Laundering Act (GwG),
the Transparency Register Inspection Ordinance (TrEinV),
the Transparency Register Fee Ordinance,
the Transparency Register Lending Ordinance (TBelV),
the Transparency Register Implementation Ordinance (TrDüV)
and the Index Data Transmission Ordinance (IDÜV).

The German Transparency Register