On 25 June 2021, the Federal Council approved the draft law on the Transparency Register and Financial Information Act (TraFinG). The aim of the law is to enable the interconnection of European transparency registers in the fight against money laundering and terrorist financing. The law is to come into force as early as 01.08.2021.
Until now, notifications to the German transparency register were only required if the information on the beneficial owners did not result from other registers, such as the commercial register. Consequently, the transparency register was initially designed as a catch-all register. However, a full interconnection of the European transparency registers requires a so-called full register, i.e. a place where all information on beneficial owners can be retrieved in a uniform data format. Through the TraFinG, the German transparency register is now to be expanded into such a full register.
In future, almost all legal entities will thus be obliged to provide the transparency register with all information on their beneficial owners. This applies irrespective of the size of the company; both listed public limited companies (and their subsidiaries) and small “one-man limited liability companies” are obliged to submit their data. Only associations are initially excluded from the notification obligation. For them, a transfer of the association’s board members, who are usually the fictitious beneficial owners of the association according to Section 3 (3) sentence 5 AMLA, from the register of associations is provided for; thus, the association does not incur any additional bureaucratic expenses. In order to take into account the far-reaching practical consequences for all other persons required to report, the legislator has provided for transitional periods. These staggered transition periods require subsequent registration by:

  • 31.03.2022 für Aktiengesellschaften (AG), Kommanditgesellschaften auf Aktien (KGaA) und Societas Europea (SE)
  • 30.06.2022 for limited liability companies (GmbH), cooperatives and partnership companies
  • 31.12.2022 for all other companies subject to transparency requirements, e.g. GmbH & Co. KG.
    In addition, the corresponding fines do not take effect with the expiry of the transitional period. Here, too, the legal entities are granted a staggered grace period until the:
  • 31.03.2023 for the AG, SE or KGaA
  • 30.06.2023 for the GmbH, cooperative, partnership
  • 31.12.2023 in all other cases.

Another innovation concerns in particular those obliged under money laundering law, such as banks. Until now, they could not rely exclusively on the information in the transparency register. Durch das TraFinG ändert sich dies nun jedoch: Geldwäscherechtlich Verpflichtete sollen die Angaben zur Identifizierung des wirtschaftlich berechtigten Vertragspartners weiterhin selbstständig erheben. However, provided that this information then coincides with the transparency register, they have sufficiently fulfilled their duty of identification.
In this respect, the TraFinG entails a considerable additional effort for the entities required to register, but those obliged under money laundering law in particular benefit from bureaucratic savings.

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