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Update: Obligation to report to the transparency register came into force for all companies on August 1, 2021; unfortunately without a once-only principle!

The new Transparency Register and Financial Information Act (TraFinG) came into force on August 1, 2021. The TraFinG has reformed the Anti-Money Laundering Act (AMLA) in key respects - above all, the so-called notification fiction under Section 20 (2) AMLA has been abolished. We have already reported on the course of the legislative process:

Soon significantly increased effort for reports to the German transparency register: How should management prepare?

Soon significantly increased effort for reports to the German transparency register: Update on the expert hearing in the Finance Committee of the German Bundestag

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

Until now, legal entities, registered partnerships and listed companies whose beneficial owners could be identified from publicly accessible registers (such as the commercial register) were not required to submit a separate report to the transparency register. This has now changed.

For many companies, there is now an urgent need for action, especially because the suggestion made in the Finance Committee of the Bundestag to automatically transfer the required data, if available, via a link between the already existing register data and the transparency register (the so-called "once-only principle") was not included in the legal rules.

To whom does the new reporting requirement apply?

The new reporting obligation applies to all legal entities under private law and all registered partnerships. All limited liability companies (GmbHs and UGs), all stock corporations (AGs) (including those listed on the stock exchange), all registered cooperatives, as well as every general partnership (OHG), every limited partnership (KG and GmbH & Co. KG), every partnership and every registered association (e.V.) are thus covered by the reporting obligation. Only the civil-law partnership (GbR) is currently not subject to the obligation to report to the transparency register, as the GbR is not yet a registered partnership prior to the implementation of the changes to the GbR planned for 2024 under the MoPeG.

What must be reported to the transparency register?

Under the TraFinG, all of the aforementioned companies must identify their beneficial owners and report them to the transparency register. All entries in the transparency register must be continuously checked and, if necessary, kept up to date by means of change notifications.

Who is considered the beneficial owner?

In principle, any natural person who directly or indirectly holds more than 25% of the capital shares or voting rights in a company or who can exercise control over the respective company in a comparable manner is deemed to be the beneficial owner. If there is no such natural person in the case of a GmbH or an AG, the members of the management or the board of directors are generally deemed to be the so-called notional beneficial owners.

What must be reported?

In addition to personal details such as the name, date of birth and place of residence, the "nationality" of the beneficial owners had to be stated up to now. In the case of persons with more than one nationality, only one nationality was usually reported up to now. Now, however, all nationalities must be explicitly reported to the transparency register.

Transition periods

The following transitional periods apply to companies or associations that are required to report for the first time as a result of the amendment to the Act (Section 59 (8) GwG n.F.), which differ depending on the legal form of the company:

  • March 31, 2022 (AG, SE, KGaA)
  • June 30, 2022 (limited liability company, cooperative, European cooperative, partnerships)
  • December 31, 2022 (all others, in particular foundations, registered partnerships)

However, these transitional periods only apply to companies that were not required to submit a separate report to the transparency register under the previous legal situation due to the exceptions and reporting fictions. Newly established companies or companies that have not reported for other reasons must do so without delay.

Recommendation for action

Companies as well as associations and foundations should urgently check on the occasion of the amendment of the law whether all information on the beneficial owner(s) is available at the company and whether the notification to the transparency register has been made properly and whether the notification is up to date. Otherwise, the management responsible for the report or the board of directors may be subject to fines.

Of course we will support you in this - feel free to contact us!


Tatjana Schroeder

Dr. Tatjana Schroeder

Partner (Of Counsel)

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