New obligations in the transparency register

The Transparency Register is an electronic register designed to provide information on the beneficial owners of companies. In concrete terms, the aim is to prevent the concealment of illegal assets with the help of complex company constructions.

Legal representatives of legal entities under private law and partnerships with legal capacity (cf. § 20 para. 1 Money Laundering Act (GwG)) as well as trustees and fiduciaries (cf. Section 21 (1) and (2) GwG) are obliged to notify their beneficial owners to the Transparency Register without delay, unless the beneficial owners are already apparent from other public sources (e.g. the Commercial Register).

The information must be kept up to date

However, the notification requirement does not apply if the information on the beneficial owners is already available from other public registers or sources. However, these must be electronically retrievable, such as the commercial register.

Therefore, entries in the transparency register mainly affect old GmbHs that were founded before 2007 and have not changed their shareholder lists since then (a different legal situation applied) and constructions with trust agreements. However, every KG (limited partnership) is probably also affected, because the true participation of the limited partner in the KG cannot be taken from the commercial register entry, in the amount of the registered liability sum. However, the commercial registers refuse to make an additional entry for the liability amount for lack of a legal basis.

The names and surnames, the date of birth, the place of residence, the type of beneficial owner (fictitious or actual) as well as the type and scope of the beneficial interest must be reported (cf. Section 19 (1) AMLA).

A revised Money Laundering Act came into force at the beginning of the year, which not only leads to higher fines, but also makes it possible for a breach of the notification requirement to be published on the Internet.