The Transparency and Financial Information Act (TraFinG), which was passed by the Bundestag in June 2021, will come into force on August 1, 2021. All companies will have to report to the transparency register - even those that were not previously required to do so. This will turn the transparency register into a full register.
The transparency register becomes a full register
The reporting obligation also applies to listed companies and their subsidiaries, as well as to companies whose information can be obtained from other registers (e.g. the commercial register). For these case groups, the reporting obligation was previously deemed to have been fulfilled and the companies were not required to submit a report to the transparency register.
The TraFinG requires these companies and their representatives to identify the beneficial owner and report this to the transparency register. Change notifications are required to keep all entries in the transparency register up to date.
New definition of who is the beneficial owner
The beneficial owner is generally any person who directly or indirectly controls more than 25 percent of the capital shares or voting rights of a company.
If there is no such person in the case of a GmbH or AG, the members of the board of directors or the management are deemed to be fictitious beneficial owners. The entry in the transparency register must be updated whenever there is a change in the composition or management of the company or in the data that is the subject of the entry (e.g. place of residence or surname).
Transition periods for existing companies
The following transitional periods apply to associations or companies that have become subject to reporting requirements as a result of the amendment to the law. Within these periods, the reporting of beneficial owners to the Transparency Register is required.
| Transition period | Legal forms |
| 31.03.2022 | AGs, SEs and KGaAs |
| 30.06.2022 | Limited liability companies, cooperatives, European cooperatives, partnerships |
| 31.12.2022 | Other cases (in particular associations, foundations or registered partnerships) |
These transitional provisions apply only to associations which, under current law, have not previously been required to report their beneficial owner to the Transparency Register. The transitional provisions do not apply to new associations established after 01.08.2021. They must report their beneficial owners to the Transparency Register immediately after their establishment.
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We will be happy to assist you with the notification and correction in the transparency register.
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