Transparency Register After Formation: Reporting Beneficial Owners of a GmbH or UG
The GmbH or UG is registered, a big step is behind you. And then the next term comes up: transparency register. For many founders, this feels like yet another hurdle whose purpose is not immediately clear. Do I really have to report something else, even though everything is already in the commercial register? And who exactly is meant when people talk about the “beneficial owner”?
Table of contents
At a glance
- After registration, the GmbH or UG must report the details of its beneficial owners to the transparency register without undue delay. The background is the transparency obligations under the German Money Laundering Act (GwG).
- Beneficial owners are natural persons who directly or indirectly hold more than 25 percent of the capital shares, control more than 25 percent of the voting rights or exercise control in a comparable way.
- The report is filed electronically via the transparency register. A user account is required for this.
- Entry in the commercial register does not replace the separate report. Since 1 August 2021, the transparency register has been kept as a full register.
Why the commercial register does not replace the report
With entry in the commercial register, the GmbH or UG comes into existence as such (Section 11 (1) GmbHG). The subsequent obligations generally also include reporting the beneficial owners to the transparency register.
The transparency register serves to record the beneficial owners of certain companies and associations. Who counts as a beneficial owner of a GmbH or UG is governed in particular by Section 3 (2) GwG. The details to be reported follow from Section 19 GwG, the company’s obligations from Section 20 GwG.
Since 1 August 2021, the register has been kept as a full register. The earlier notification fiction no longer applies. Data in the commercial register therefore does not replace the report to the transparency register for a GmbH or UG.
How to report beneficial owners correctly
Who is a beneficial owner?
The term seems abstract at first, but for a GmbH or UG it can be checked against specific shareholding and control criteria. An actual beneficial owner is any natural person who, directly or indirectly,
- holds more than 25 percent of the capital shares,
- controls more than 25 percent of the voting rights, or
- exercises control in a comparable way.
With chains of shareholdings, it is not enough simply to multiply the shareholding percentages. What must be examined in particular is whether a natural person controls the intermediate company and thereby indirectly exercises control over the GmbH or UG. If a holding company holds more than 25 percent of the GmbH, it additionally matters which natural person controls the holding company. With complex chains, the specific structure should be reviewed case by case.
If, despite a comprehensive review, no actual beneficial owner can be identified and there are no indications of money laundering, the statutory fallback rule applies. For a GmbH or UG, the members of the management are then generally to be reported as notional beneficial owners.
Which details are required?
The report requires the statutory details under Section 19 GwG as well as further information requested during the input process. Have the following ready in particular:
- First name and surname
- Date of birth
- Place of residence, not the full street address
- Country of residence
- All nationalities
- Type of beneficial owner, actual or notional
- Nature and extent of the beneficial interest, such as capital shares, voting rights or other control
The details on nature and extent should make clear what the beneficial ownership is based on, such as capital shares, voting rights or another form of control.
Creating a user account and selecting the company
The report is filed electronically via the transparency register. This requires a user account, which you create on the registration page. Reports by email, telephone, post or fax are not provided for.
After registration, the GmbH or UG is set up in the system as an entity subject to transparency obligations. For this you need in particular the company name, legal form, register court, commercial register number and registered office, and where applicable the business address. The official filing assistant guides you through the individual input steps.
Creating and submitting the report
You then record the beneficial owners with the prepared personal data and the details on shareholding or control. The GmbH or UG itself is obliged to report. The report can be filed by the management itself or by a person authorised by the company.
Section 20 GwG requires the report to be made without undue delay, meaning without culpable hesitation. The law does not set a fixed deadline in days. The report should therefore be prepared and submitted directly after entry in the commercial register.
Documenting the report and keeping details up to date
Download the confirmation of receipt immediately after submitting and file it with the company documents. It merely confirms receipt of the transmitted data. If proof of the completed entry is required, a current transparency register extract can be used for this.
The obligation does not end with the first report. The details must be obtained, retained and kept up to date. If details were already incorrect in the original report, a correction is required. If correctly reported data changes only later, the change must be reported with the appropriate effective date.
Typical reasons for an update are:
- Share transfers, new shareholders or capital measures, if these change the beneficial owners or the extent of their shareholding or control
- Changes to voting rights, control agreements or other controlling influence
- A switch between actual and notional beneficial ownership
- Changes to the name, place of residence, country of residence or nationalities of a reported person
Before submitting: four points to check
Most mistakes arise not from carelessness but from understandable assumptions. Typical sources of error include the following points. Check before submitting:
- Were voting rights and other means of control examined in addition to capital shares?
- Were indirect shareholdings traced back to the controlling natural persons?
- Are all actual or notional beneficial owners stated in full?
- Are the personal data, the nature and extent of the interest and the effective date correct?
Costs and information you should have ready
Reporting the beneficial owners is free of charge. However, an annual basic fee is charged for keeping the transparency register. Since the 2024 fee year, it amounts to 19.80 euros per year under the Transparency Register Fee Ordinance (Section 24 GwG, Annex 1 No. 1 TrGebV).
For the report, you should have the following information ready:
- Company name, legal form, registered office, register court and commercial register number
- Direct and indirect shareholding and control structure
- Complete personal data of the beneficial owners
- Nature, extent and start of the beneficial ownership
More from the series: after formation
Next step after formation
We support you in implementing the steps after formation with legal certainty and without unnecessary queries. Arrange a notary appointment to plan the further process in a structured way.
Frequently asked questions about the transparency register after formation
Exactly 25 percent does not meet the statutory threshold of more than 25 percent. However, it must additionally be examined whether a person exercises control via voting rights or in a comparable way. Only if no actual beneficial owner can be identified after a comprehensive review are the managing directors generally to be reported as notional beneficial owners under the statutory fallback rule.
Yes. If the sole shareholder is a natural person, that person is generally the actual beneficial owner. If another company holds all the shares, the chain of shareholdings must be traced back to the controlling natural persons.
A missing, incorrect, incomplete or late report can constitute an administrative offence and trigger fine proceedings by the Federal Office of Administration. Whether and in what amount a fine is imposed depends on the specific breach and the circumstances of the individual case.
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Legally sound support with the transparency register report after formation
Reporting to the transparency register is an important step after formation because it documents shareholding and control relationships in a traceable way.
We are happy to support you in correctly identifying the beneficial owners and preparing the report completely and on time.
