Since October 2017, the AMLA requires the beneficial owner to be entered and, if necessary, updated in the transparency register. If no real beneficial owner exists, the fictitious beneficial owners must be reported. This obligation does not only affect those subject to AMLA obligations, but also all

  • legal entities under private law (including associations with legal capacity),
  • registered partnerships,
  • foundations without legal capacity (as far as the purpose of the foundation is self-interested from the point of view of the founder),
  • trusts and comparable legal structures,
  • if applicable, foreign companies in connection with real estate transactions.

Exceptions to the obligation to register no longer exist; the transparency register is a full register.

Nevertheless, there are numerous special constellations, e.g. in the case of municipal companies under private law, companies in formation, insolvency or liquidation, as well as listed companies (subject to registration and updating). Under certain conditions, shelf companies are also required to be registered.

Determining the beneficial owner is a challenging task. Numerous authorities hold different opinions and publish incompatible explanations. For the transparency register operated by the Federal Gazette, the views of the Federal Administrative Office are authoritative (in the absence of case law). Special features apply, for example, to

  • veto rights,
  • pool contracts,
  • trust constructions,
  • usufructuary rights,
  • insolvency administrators,
  • executors and
  • communities of heirs.

It should be noted for MLA-obligated persons that they must obtain proof of registration or an extract of the data accessible in the transparency register in order to identify the beneficial owner when establishing a new business relationship. If the information available there differs from the information they have collected themselves, a discrepancy report must be filed immediately.

Since 2021, the Federal Administrative Office has increasingly been issuing penalty notices for reckless failure to notify the transparency register.

Many questions surrounding the transparency register are still unresolved in court:

  • Determination of the beneficial owner in special cases, e.g. sub-participations,
  • Balancing business interests and disclosure obligations vis-√†-vis the register-keeping body,
  • Dealing with different legal views of different supervisory authorities.



Dr. Niklas Auffermann