The Share Register of German Stock Corporations: Similarities and Differences to Other "Shareholder Lists"

Every interested party can obtain from the commercial register in Germany information on who holds an interest in a general partnership (Offene Handelsgesellschaft "OHG") or limited partnership (Kommanditgesellschaft "KG"). The same is true for the shareholders of a limited liability company (Gesellschaft mit beschränkter Haftung "GmbH"). For a GmbH, a current list of shareholders must be submitted to the commercial register immediately by the management or the notary involved when the company is founded and after every change in the ownership structure.

The German law also provides for a kind of list of shareholders for stock corporations (Aktiengesellschaft "AG") - the so-called share register. As is the case with OHG, KG or GmbH, the surname, first name, date of birth and address of each shareholder must be entered here. However, the aim of the share register is not to protect company creditors. Rather, legal clarity is to be created about the persons who are entitled and obliged as stockholders of the AG. This also explains the most important difference to the partnerships entered in the commercial register and the list of GmbH shareholders:

The share register is not open to the public. In principle, only the Executive Board is permitted to use the register data for the "tasks of the company in relation to the shareholders". This includes, for example, invitations to the Annual General Meeting or so-called investor relations measures. Individual shareholders may only request information about what information is entered in the share register about them. The shareholder has no further general right to information - not even through the right to ask questions at the Annual General Meeting.

However, the legislator also recognizes that shareholders, creditors and the public have a legitimate interest in the relevant shareholding relationships of an AG. For this reason, at least corporate shareholders (as opposed to private individuals) are obliged to inform the AG of a participation quota of more than 25%. The AG must in turn publish this significant shareholding in the electronic Federal Gazette. Even more far-reaching notification obligations apply to listed stock corporations.