With the amendment of the law on 01.08.2021, registration in the transparency register will become mandatory for many companies and institutions.
But who must register when and where? Sangong Law firm explains the changes below.
What are the changes?
Until 31 July 2021, companies and institutions were exempt from the obligation to notify the Transparency Register if the prescribed information on the beneficial owner already resulted from entries in other electronically retrievable registers, in particular the Commercial Register (so-called notification fiction). With the amendment of the law, an entry on the beneficial owner is now required in the vast majority of cases.
Who is the beneficial owner?
According to § 3 GWG, beneficial owners are the natural persons who ultimately own or control a legal entity (e.g. a GmbH) or legal structure.
Who must make entries in the future?
According to § 20 GWG, legal entities under private law and registered partnerships, i.e. all:
- Limited liability companies (GmbHs)
- limited partnerships (KGs, GmbH & Co. KGs)
- foundations with legal capacity
- registered associations
and, for example, associations with their registered office abroad, if they undertake to acquire ownership of a property located in Germany.
§ 21 GWG may also oblige administrators of trusts, foundations without legal capacity and corresponding legal structures.
Not covered by the transparency obligation is the partnership under civil law (GbR).
What must be done?
The following information on the beneficial owner must be provided to the Bundesanzeiger Verlag via www.transparenzregister.de for registration:
- First name and surname
- Date of birth
- Place of residence (e.g. Berlin)
- type and scope of the beneficial interest (§ 19 Abs. 1 GwG),
- all nationalities
The notification can be made by persons with power of representation, e.g. your lawyer. The authority can be based on legal (e.g. managing director of a limited liability company) or legal representation (e.g. authorisation within the scope of a mandate as tax advisor or lawyer).
By when must the registration be made?
The deadline depends on the legal form:
- AG, SE or KGaA by 31 March 2022,
- GmbH, cooperative, European cooperative or partnership by 30 June 2022,
- in all other cases by 31 December 2022.
Upon expiry of the listed deadlines, the obligation to notify will commence for all legal entities subject to transparency requirements. Sangong Law Firm therefore recommends that registration be done promptly to avoid fines.
For all those who have already actively made entries in the Transparency Register in the past, Sangong Law Firm recommends that you check your notification for completeness and correctness as soon as possible. The transitional periods do not apply to you. Sangong Law Firm will assist you in making your notifications to the register-keeping authority.
If you have any questions, please contact us now.
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