Germany Introduces New Regulations on Beneficial Ownership Transparency and Anti-Money Laundering Measures
Domestic Entities: A Closer Look at Filing Deadlines and Administrative Fines
The German government has introduced new regulations aimed at enhancing beneficial ownership transparency and anti-money laundering measures. For domestic entities, this means adhering to specific filing deadlines and facing potential administrative fines for non-compliance.
- Filing Deadlines: Obligated entities must file their beneficial ownership information by the following dates:
- Stock corporations (AG), European stock corporations (SE), limited partnerships limited by shares (KGaA): March 31, 2022
- Limited liability companies (GmbH), cooperatives (Genossenschaften), European cooperatives, and partnerships: June 30, 2022
- All other obliged legal entities and registered partnerships: December 31, 2022
- Administrative Fines: The imposition of administrative fines for failure to file beneficial ownership information will be suspended for a year after the respective filing deadlines.
Foreign Entities: New Obligations and Exemptions
From August 2021, foreign entities acquiring German real estate through asset deals or share deals must file beneficial ownership information with the German transparency register. This obligation also applies to foreign entities that:
- Acquire real estate in Germany
- Directly or indirectly acquire at least 90% of a corporation’s capital holding German real estate (share deals)
- Directly or indirectly acquire a beneficial interest of at least 90% of a corporation’s capital holding German real estate (transactions triggering German real estate transfer tax)
Exemptions: Foreign entities that have already filed beneficial ownership information in another EU Member State’s register are exempt from the new filing obligations.
Expansion of Filing Obligations and Need for Clarification
The regulations also provide for an expansion of the filing obligations for trustees with residence or legal headquarters outside the European Union if they acquire real estate in Germany. To ensure a smooth implementation, the German Office of Administration (Bundesverwaltungsamt) is expected to publish explanatory guidelines clarifying the interpretation of these new filing obligations.