New electronic transparency register

Individuals behind foreign corporations must be disclosed.


The new transparency register is another component in the fight against money laundering and terrorist financing. The purpose of the register is to ensure disclosure of the actual beneficial owners behind a corporate structure.

Pursuant to § 20 GWG, legal persons under private law resident in Germany and registered partnerships (collectively, associations) must provide information on their beneficial owners. The decisive factor in determining whether or not a reporting obligation exists is the definition of ‘beneficial owner’. § 3 GWG lays down comprehensive rules that define a beneficial owner. In the case of legal entities and incorporated companies, the following applies: a beneficial owner is any natural person who (1) holds more than 25 % of the capital shares, or (2) controls more than 25 % of the voting rights, or exercises comparable control over the company. In addition, voting and pooling agreements can also lead to a reporting requirement – for example, if a shareholder is responsible for controlling a company due to voting rights.

The law also provides exceptions to the disclosure obligation. Accordingly, publication should not be obligatory if the necessary information is already contained in other registers (e. g. commercial register, partnership register, cooperative register, association register, company register).

Inspection of the register is only permitted to certain authorities, in particular supervisory, prosecuting and tax authorities. Other (private) persons are only allowed to inspect the documents if they show a ‘legitimate interest’. According to the justification for the law, a legitimate interest exists in particular if a link to prevention and combating of money laundering or related offences such as corruption and financing of terrorism is alleged in a comprehensible manner. However, if inspection is justified on the basis of such a legitimate interest, only the year and month of birth and the country of residence of the beneficial owner can be inspected.

CONCLUSIONS: The register is of particular relevance if the beneficial owner cannot already be identified from other registers. Particularly in the case of shareholders domiciled abroad, an increased obligation to examine whether publication is necessary or not.


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