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Transparency register; registration

Certain information on the ownership structures - i.e. beneficial owners - of companies, foundations and similar structures is recorded in the transparency register. Affected parties must provide this information for entry in the transparency register.

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Procedure details

The transparency register has created the conditions for recording information about the beneficial owner of a company. The transparency obligations apply to "associations" within the meaning of Section 20 para. 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 their structure and function. The transparency obligations also apply to associations based abroad if they hold or undertake to acquire property located in Germany, unless they have already submitted the relevant information to a transparency register in another EU Member State. Pursuant to Sections 20 and 21 GwG, "associations" and "legal entities" (hereinafter referred to as "persons obliged to notify") are obliged to provide information on the beneficial owner (Section 19 GwG) electronically without delay for entry in the transparency register (see "Online procedure").

Thebeneficial owner is

  • the natural person who ultimately owns or controls a legal entity, other company or legal structure within the meaning of Section 3 para. 3 GwG, or
  • the natural person at whose instigation a transaction is ultimately carried out or a business relationship is ultimately established (Section 19 (2) GwG in conjunction with Section 3 (1) and (2) GwG).

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 in accordance with Section 2 (11) of the German Securities Trading Act and are not subject to transparency requirements in accordance with Community law with regard to voting rights or equivalent international standards), any natural person who directly or indirectly holds more than 25% of the capital shares is a beneficial owner.

  • holds more than 25% of the capital shares (cf. Section 3 para. 2 sentence 1 no. 1 GwG),
  • controls more than 25% of the voting rights (cf. Section 3 para. 2 sentence 1 no. 2 GwG) or
  • exercises controlin a comparable manner (cf. Section 3 para. 2 sentence 1 no. 3 GwG).

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 in accordance with Section 20 (1) GwG (cf. Section 3 (2) sentence 3 GwG). Indirect control exists in particular if corresponding shares are held by one or more associations which are in turn controlled by a natural person (cf. Section 3 para. 2 sentence 2 GwG).

If no natural person can be identified even after comprehensive checks have been carried out and no facts pursuant to Section 43 (1) GwG exist, the legal representative, the managing partner or the partner of the contractual partner is deemed to be the beneficial owner (Section 3 (2) sentence 5 GwG).

In the case of foundations with legal capacity and administrators of trusts or trustees or legal forms comparable to these, the beneficial owner includes

  • any natural person acting as settlor, trustee or protector, if any,
  • any natural person who is a member of the foundation's board of directors
  • 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 be the beneficiary of the managed assets has not yet been designated,
  • any natural person who otherwise directly or indirectly exercises a controlling influence on the asset management or distribution of income, and
  • any natural person who can directly or indirectly exercise a controlling influence over 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. Section 19 para. 2 sentence 2 in conjunction with Section 3 para. 1 and 3 GwG).

The following are obliged to report

  • all legal representatives of legal entities under private law (including AG (unless listed on an organized market in accordance with § 2 para. 11 of the German Securities Trading Act (WpHG) or subject to transparency requirements in accordance with Community law), GbR, GmbH, entrepreneurial companies (limited liability),
  • 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, eGbR) and
  • "legal arrangements" within the meaning of Section 21 GwG, i.e. certain trusts and trustees of foundations without legal capacity with a self-interested foundation purpose and legal arrangements that correspond to such foundations in their structure and function.

In the case of an unregistered partnership under civil law (GbR), there is the particularity that there is currently no possibility for it to be entered in the register with the name of 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 obligation does not apply to sole traders and registered traders (e. K.).

  • With the entry into force of the amended Anti-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 obligation if they hold property located in Germany or undertake to acquire such property (Section 20 para. 1 sentence 2 GwG). A notification obligation is only not required if the associations based abroad have already transmitted the information to another register of a Member State of the European Union (Section 20 para. 1 sentence 3 GwG).

Note:
Companies whose beneficial owners were already evident 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 para. 2 GwG, this exception to the notification obligation no longer exists as of August 1, 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 the nature and scope of the beneficial interest cannot be retrieved electronically from existing entries in other public registers or sources (Section 20 (2) GwG):

  • the Commercial Register (Section 8 of the German Commercial Code - HGB),
  • the partnership register (§ 5 of the Partnership Act - PartGG),
  • the Register of Cooperatives (§ 10 of the Cooperatives Act - GenG),
  • the register of associations (Section 55 of the German Civil Code - BGB),
  • the company register (Section 8b (2) of the German Commercial Code - HGB),
  • Announcements of the existence of a shareholding pursuant to Section 20 (6) of the German Stock Corporation Act (AktG),
  • notifications of voting rights in accordance with Sections 40 and 41 of the German Securities Trading Act (WpHG),
  • Lists of shareholders of a GmbH and limited liability companies pursuant to Section 8 (1) no. 3,
    Section 40 of the Limited Liability Companies Act (GmbHG) and shareholder 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 a list of shareholders.

  • 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.

The parties obliged to notify or the third parties commissioned with the notification can only use the electronic entry forms of the register office for the entry (see "Online procedure"). This is the only way to properly request an entry.

The following details of the beneficial owner must be provided to the Transparency Register in accordance with Section 19 (1) GwG:

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

Re 1)

    • In the case of certain associations, the information on the type and scope 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 type and scope of the economic interest result from one of the functions listed in Section 3 para. 3 GwG.

The duty to notify also extends to subsequent changes to the details of the beneficial owners without the need for a request from the register-keeping office (Section 20 para. 1 GwG).

Furthermore, in accordance with Section 20 para. 2 GwG, legal entities under private law or registered partnerships that are not entered in an electronically retrievable register in accordance with Section 20 para. 2 GwG must notify Bundesanzeiger Verlags GmbH without delay when fulfilling their due diligence obligations if

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

Notifications to the office maintaining the register for entry in the Transparency Register in accordance with sections 20 (1), 20 (2) and 21 (1) are not subject to a fee as such.

An annual fee of EUR 20.80 has been charged for maintaining the Transparency Register since 2022. Pursuant to Section 24 para. 1 GwG, legal entities under private law, registered partnerships and any legal structure pursuant to Section 21 GwG are subject to fees - regardless of whether the reporting obligation was deemed to have been fulfilled due to the fiction pursuant to Section 20 para. 2 GwG (2020), which was in force until July 31, 2021. The obligation to pay fees continues to apply to associations/companies in liquidation or insolvency, as does the obligation to register.

Fees and expenses are also charged for inspection (see section 24 para. 2 AMLA). The specific types and amounts of fees are set out in the Annex to Section 1 of the Transparency Register Fees 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 agreement with the Bundesanzeiger Verlag, umbrella organizations can assume the annual fee for their registered member associations in accordance with Section 4 TrGebV.

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

For certain associations and legal structures (see Sections 20 and 21 GwG), there is an obligation to disclose the details of the beneficial owner immediately for entry in the transparency register.

Violations of obligations in connection with the transparency register, e.g. if information on beneficial owners is not provided to the register-keeping body, or is not provided correctly, completely or in good time, constitute an administrative offense and can be punished with a fine of up to EUR 150,000. In cases of serious, repeated or systematic violations, 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 official decision are possible.

In addition, final measures and unappealable decisions on fines are published on the Internet for a period of five years.

  • Transparency register; inspection

    The information recorded in the transparency register on the ownership structures - i.e. beneficial owners - of companies, foundations and similar structures can be viewed.

Status: 04.03.2025
Editorial responsibility Bayerisches Staatsministerium des Innern, für Sport und Integration
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