Transparency Register: Important, transition period expires on 30 June 2022
> March 2022

With the enactment of the Transparency Register and Financial Information Act (TraFinG) on 01 August 2021, the obligation to notify the transparency register was broadened. The transition periods expire on 30 June 2022. 30 June 2022 is the deadline for filing reports with the Transparency Register for limited liability companies, cooperatives, European cooperatives, or partnerships that were allowed to invoke notification fiction until 31 July 2021 and were thus not required to file reports.

To implement the Fourth EU Money Laundering Directive (EU Directive 2015/849 of 20 May 2015), the Transparency Register was introduced in June 2017. The transparency register is operated by the "Bundesanzeiger Verlag". The register can be accessed under www.transparenzregister.de and contains entries on the beneficial owners of legal entities and legal structures. Beneficial owners are those natural persons who ultimately own or control a legal entity or legal structure. Ownership and control structures of legal entities and legal structures are to be disclosed and made comprehensible in this way. The necessary entries in the transparency register are to be made electronically.

Until 31 July 2021, legal entities and legal structures were exempt from the reporting obligation when information on beneficial owners was already available from other electronically retrievable registers in Germany. The Transparency Register and Financial Information Act (TraFinG) has been in force since 01.08.2021. With this law, the obligation to notify the transparency register was broadened to those legal entities and legal structures that were able to invoke notification fiction until 31 July 2021. No separate filing in the transparency register was required.

Since 01 August 2021, any obliged entity must enter their beneficial owners` complete personal data in the transparency register. In the future, this is the only way to fulfil the reporting obligation. The legislator determined transitional provisions for such legal entities and legal structures that were entitled to invoke the notification fiction until 31 July 2021. Public limited companies, SEs and partnerships limited by shares must file for registration by 31 March 2022. There is a transitional period until 30 June 2022 for filing reports with the Transparency Register for limited liability companies, cooperatives, European cooperatives, or partnerships that were allowed to invoke notification fiction until 31 July 2021 and were thus not required to file reports. Newly established legal entities and legal structures subject to reporting requirements and those newly established since 01.08.2021 do not benefit from the transitional arrangements. They must report their beneficial owners to the transparency register immediately after incorporation.

After the transitional period, violations of the transparency obligations constitute an administrative offence that can be punished with a fine. On a case-by case basis, fines of up to EUR 100,000 may be imposed. In the case of serious and repeated infringements, the fine can increase up to EUR 1,000,000. Final and unappealable decisions that exceed a fine of EUR 200 will be made public and can be viewed electronically by the public at any time.