The German Transparency Register

Disclosure of Ultimate Beneficial Ownership in German Companies

Key Takeaways

• Germany recently introduced new rules on the disclosure of the ultimate beneficial owner(s) of German companies. The rules are based on the 4th EU-Money-Laundering Directive (EU) 2015/849).
• The rules are not only relevant for German entities and German shareholders, but also for foreign groups or organizations (including private equity groups) that have or intend to acquire holdings in German entities.
• Recent experience indicates that not all foreign players eying German M&A targets or holding significant interests in German targets are aware of these rules.
• If your group or organization
  • has or intends to acquire a direct or indirect holding of more than 25% of the capital or the voting rights of a German entity or otherwise controls such entity, and
  • is beneficially owned or controlled by one or more natural persons,

disclosure obligations with respect to the ultimate beneficial owners may apply and should be assessed.

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