Is your company already in the transparency register?
Legal entities under private law and registered partnerships are affected by the new obligation to disclose information on beneficial owners. The details must be submitted to the Transparency Register by 30 September 2017.
The introduction of the Transparency Register is based on an amendment to the German Money Laundering Act (GWG) to implement the 4th European Money Laundering Directive (EU 2015/849).
All legal entities under private law (including AG, GmbH, associations, foundations, SE) and registered partnerships (among others OHG, KG and partnerships) are subject to a duty of disclosure, according to which information on the beneficial owner of the company must be obtained, stored, kept up-to-date and communicated electronically to the Transparency Register by 30 September 2017.
The beneficial owner "is exclusively a natural person whose ownership or control the Company ultimately owns or controls, or on whose initiative a transaction is ultimately carried out or a business relationship is ultimately established. In the case of legal entities, every natural person is a beneficial owner who directly or indirectly holds more than 25 percent of the capital shares (generally more than 25 percent). share capital) or controls or exercises control of more than 25 percent of the voting rights or exercises control in a similar manner. If no natural person can be identified as the beneficial owner, the legal representative or managing partner must be named.
The following information must be obtained from the beneficial owner and transmitted online to the Transparency Register by 30.09.2017:
- First and last name,
- Date of birth,
- Place of residence,
- Nature and extent of the economic interest (i. e. capital share/registered capital or voting rights and function)
The Transparency Register has announced that fees will be charged by the companies subject to reporting requirements. However, it is not yet known how high they will be. The legal representatives of the company (e. g. the managing director) must obtain the information once a year or keep it up to date and inform the transparency register of any changes.
An exception to the obligation to notify is made for listed stock corporations and if the beneficial owner already results from one of the five electronic public registers (commercial register, partnership register, cooperative register, association register or company register). For example, if the shareholders of a GmbH are only natural persons and the GmbH was founded after 2008, the beneficial owners of a GmbH are already included in the list of shareholders if it is electronically filed with the commercial register. In this case, there is no obligation to report.
In the event that a company fails to comply with the reporting obligation, fines of between EUR 100,000.00 and EUR 1 million are threatened.
The transparency register should be accessible from 27 December 2017. However, the law so far only provides for access to the Transparency Register for certain supervisors and law enforcement agencies or for certain individuals with a legitimate interest (such as lawyers and journalists).
We at Liesegang & Partner will be happy to assist you in clarifying what needs to be considered by your company and, if necessary, in registering. If you would like to do so, please contact us.