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Update on the transparency register: Reporting obligation as of March 30, 2022 (among others) for all stock corporations

The transparency register, in which the beneficial owners of companies must be entered, exists since 2017. Since then, the reporting and investigation requirements in this area have become increasingly strict.

Another important change will arise on March 30, 2022. By this date at the latest, all stock corporations (Aktiengesellschaften) and partnerships limited by shares (Kommanditgesellschaften auf Aktien) must report their beneficial owners to the transparency register. The same applies to European Companies (Europäische Gesellschaften; SE) if they have their registered office or acquire real estate assets in Germany. The notification obligation towards the transparency register applies without exception even for those companies whose beneficial owners already emerge from other official registers (e.g. the commercial or business register). For such constellations, exemptions from the notification obligation (so called fiction of notification) used to exist. For the abovementioned companies, they cease to apply as of 30 March.

All natural persons who directly or indirectly hold more than 25% of the shares or voting rights in the company or who control the company in a comparable manner must be reported to the transparency register as beneficial owners. If there is no such person, the legal representatives (e.g. board members or managing directors) are deemed to be fictional beneficial owners.

Violations of the notification requirements can be punished with fines for the company, its corporate bodies and the beneficial owners. The fines depend, among other things, on the turnover of the company concerned. In addition, violations can be published on the website of the Federal Office of Administration (naming and shaming). Both punishments can be avoided by a timely and carefully prepared notification to the transparency register.

Other companies that until now have been able to rely on the fiction of notification by referring to other public registers, have a little more time for their notifications than stock corporations, partnerships limited by shares and European Companies. But: in the end they  too are subject to the full notification obligation towards the transparency register in the course of this year. Limited liability companies, (European) cooperatives and partnerships must report their beneficial owners by June 30, 2022, and all other companies by December 31, 2022.

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