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29.03.2021

Soon also register obligations in the transparency register for simple civil law companies? New effort and practical problems!

Currently, German company law allows the civil law partnership (GbR) as a form-free legal form without registration. It is not listed in any register and is not covered by the current rules on the transparency register. Even with the currently planned changes through the TraFinG, which we already reported on here, nothing would change through this alone.

However, parallel to the TraFinG, work is also still underway to modify the law on partnerships. The current draft law on the modernization of partnership law (“MoPeG”) is expected to change this situation from January 1, 2023.

Will a GbR then have to be registered in the transparency register as a result of the MoPeG? Does this mean that the Money Laundering Act also applies here?

The MoPeG is intended to introduce a new form of GbR for GbRs which, according to the will of the shareholders, are to participate actively in legal transactions. This would have its own legal personality and be registrable in its own newly created public GbR company register. Registration is voluntary, but there is no provision for simply removing an eGbR once it has been registered. All GbR partners would have to be entered there with their names, date of birth and place of residence. In future, GbRs entered in the GbR company register would be known as “registered civil law partnerships” (eGbR).

When the MoPeG comes into effect on January 1, 2023, this eGbR would also have to be entered in the transparency register as a legal entity. This is because, as a result of the change in the law under the TraFinG, which is expected to take effect as early as August 1, 2021, all companies with legal capacity (and therefore also the eGbR in the future) will then be obliged to actively report their beneficial owners to the transparency register due to the discontinuation of the notification fiction. Following the initial notification, the eGbR must then also regularly check and update the information it has provided on the beneficial owners, i.e. set up a compliance system. Failure to comply with these obligations constitutes an administrative offense punishable by a fine of up to EUR 150,000 for simple violations and up to EUR 1 million for serious, repeated or systematic violations.

Conclusion

With the implementation of the MoPeG, the GbR will not only lose the advantage of informal and uncomplicated formation and handling that has existed up to now compared to other legal forms, but will be obliged to incur formal expenses that will trigger costs that will massively undermine the advantages of the legal form.

Authors

Tatjana Schroeder

Dr. Tatjana Schroeder

Partner

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