In Germany, the transparency register is the official platform for managing data on beneficial owners. The aim is to prevent money laundering and terrorist financing. We have summarized the most important questions and answers about the transparency register for you.
What is the transparency register?
The Transparency Register was introduced in Germany on June 27, 2017 to implement the Fourth EU Anti-Money Laundering Directive and came into force on October 1, 2017. The transparency register is kept in electronic form and contains entries on the so-called beneficial owners of legal entities and legal structures. The register is managed by Bundesanzeiger Verlag GmbH. The purpose of the transparency register is to prevent money laundering and terrorist financing.
What obligations arise from the transparency register?
According to the Money Laundering Act (GwG), legal entities under private law (e.g. GmbH, AG, registered association, foundations with legal capacity) and registered partnerships (KG, OHG, PartG) as well as foundations without legal capacity (insofar as the purpose of the foundation is self-interested from the perspective of the founder), trusts and comparable legal structures are obliged to provide the Bundesanzeiger Verlag with details of their beneficial owners electronically via www.transparenzregister.de for entry in the transparency register.
Who is the "beneficial owner"?
Beneficial owners are the natural persons who ultimately own or control a legal entity or legal structure. Beneficial owners are natural persons who directly or indirectly own more than 25 percent of the capital, control more than 25 percent of the voting rights or exercise control in a comparable manner. If such persons cannot be identified, the office holders must be registered. In this case, members of the Management Board, for example, are deemed to be beneficial owners.
Which regulation applied until July 31, 2021?
Until the end of July 2021, notification to the transparency register was only necessary if the details of the beneficial owners (or mandate holders) were not available from existing electronically retrievable entries in other registers, such as the commercial register, partnership register or register of associations (so-called "notification fiction").
What has changed since August 1, 2021?
The "notification fiction" has been abolished without replacement. For all legal entities or legal structures subject to the reporting obligation, this means that the registration of beneficial owners (or mandate holders), which was previously unnecessary, is now required - even if the information is already available in public registers.
What transition periods apply?
The following transitional periods apply to the notification: public limited companies, SEs and partnerships limited by shares must make the notification by March 31, 2022; limited liability companies, cooperatives and European cooperatives or partnerships by June 30, 2022. In all other cases, notification must be made by December 31, 2022 at the latest.
What information must be provided?
The following details of the beneficial owners (or mandate holders) must be disclosed: First and last name, date of birth, place of residence, country of residence, type and scope of beneficial interest and nationalities.
What effort is involved in the notification?
This depends on the size of the legal entity subject to the reporting obligation. For example, for groups with 150 shareholdings and three to four beneficial owners (or mandate holders) each, the information for 450 to 600 persons must be determined and entered.
Can the data be transmitted electronically to the Transparency Register?
No, unfortunately this is not possible. The information cannot be transferred via an interface, but must be entered "manually" on the website transparenzregister.de.
What support does zetVisions CIM provide?
The software determines the beneficial owners in accordance with the GwG and displays them - or the mandate holders - for a single company in a tap/tab and for several companies in a report. This report provides all the data that must then be entered in transparenzregister.de. The entry in the register itself is an enormous amount of hard work for corporate groups. It is a support that should not be underestimated if the required data is provided automatically and does not have to be laboriously collected.
Read our blog post "IT-supported legal entity management" to find out more about the benefits of using software to manage and control your shareholdings.
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