In 2017 the Transparency register was first introduced. Among other things it shall give information about the beneficial owners of a company.
Subject to registration are stock corporations (Aktiengesellschaften – AG), limited liability companies (Gesellschaften mit beschränkter Haftung – GmbH), limited partnerships (Kommanditgesellschaften – KG), general partnerships (Offene Handelsgesellschaft – OHG) and professional partnership companies (Partnerschaftsgesellschaften – PartG).
In June 2021, the law was amended to the effect that companies with the above stated legal forms are in any case obliged to register in the transparency register as of 1 August 2021, regardless of whether the information to be reported in the transparency register is already evident from other registers, e.g. the commercial register.
The reporting of the relevant information must be made by 31 March 2022 for stock corporations. Limited liability companies, limited partnerships and professional partnerships have time until 30 June 2022 and all other entities until 31 December 2022. To be reported are the following information of the beneficial owners:
- First name and surname
- Date of birth
- Place of residence
- Country of residence
- Nature and extent of the beneficial interest
- Type of economic interest and
Beneficial owners are natural persons who own or control the enterprise. In the case of legal entities or partnerships, the beneficial owner is the natural person who directly or indirectly controls (or can exercise control in a comparable manner) more than 25% of the capital or voting rights of the enterprise.
In the case of companies in which no shareholder exceeds the 25% threshold, the board of directors, managing director or authorised representative must be registered as the fictitious beneficial owner.
The reporting can only be made in electronic form via the application portal. Before the required information can be submitted, registration on the portal is necessary.
For associations, there is a special regulation that they are automatically reported by the register of associations. This means that action is only required if the information in the register of associations is not up-to-date or incomplete.