Initially, there was only a partial legal obligation to register the beneficial owners of legal entities and registered partnerships in the transparency register. The background to this was that when information on these beneficial owners could be retrieved from a register, the so-called notification fiction applied. This notification fiction has been abolished. Every legal entity and registered partnership has to be registered with the transparency register.

Transitional periods have been granted for this registration, varying according to the legal form. The deadline for stock corporations (AG, SE) and limited partnerships is 31.02.2022. German limited liability companies (GmbHs) and (European) cooperatives have to fulfil their registration obligation by 30.06.2022. The deadline for all other legal forms ends on 31.12.2022!

Subsequently, all legal entities and registered partnerships are obliged to actively report their beneficial owners to the transparency register. The entry in the transparency register has to cover the entire period since October 2017 (or later formation). However, this does not apply if an association was previously able to benefit from the notification fictions pursuant to Section 20 (2) GwG aF. that applied until the end of July. In this case, only those persons are to be reported who are considered beneficial owners at the time of the first registration.

In principle, the beneficial owner is any natural person who holds at least 25% directly or also indirectly - for example via a parent company - of the shares or voting rights of the legal entity or registered partnership. If there is no such natural person, the managing director or the board of directors has to be registered as a fictitious beneficial owner.

Upon expiry of the deadline, the suspension of the fine provisions also ends. Pursuant to Section 56 (1) No. 55 GwG, infringements of the transparency obligations constitute administrative offences that can be punished with fines, partly draconian. According to Section 56 GwG, fines of up to EUR 100,000.00 (in case of intentional perpetration up to EUR 150,000.00, in case of serious, repeated or systematic violations up to EUR 1 million) might be imposed if the registration and reporting obligations are not fulfilled.

In Germany, an estimated 2.3 million companies will have to comply with their reporting obligations for the first time by the end of 2022 (cf. Schorn DB 2021, 2404). Is this your business?

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