Reporting beneficial owners to the Transparency Register

Anyone running a GmbH, UG (haftungsbeschränkt), GmbH & Co. KG or AG has had to report the beneficial owners actively to the Transparency Register since the notification fiction (Mitteilungsfiktion) was abolished – there is no longer any automatic transfer from the commercial register.

In brief: Under § 20 GwG (the German Money Laundering Act), corporations and registered partnerships such as GmbH, UG, GmbH & Co. KG and AG must actively enter their beneficial owners in the Transparency Register. As a rule, this concerns natural persons holding more than 25% of the capital or voting rights. If the report is missing or out of date, fines of up to €150,000 are possible, and up to €1 million in qualified cases.

Who is affected?

All corporations and registered partnerships are subject to the reporting duty – in particular GmbH, UG (haftungsbeschränkt), GmbH & Co. KG and AG. Under § 20 GwG an active reporting duty applies to them: beneficial owners are no longer automatically taken over from other registers, such as the commercial register – anyone who relies on such a notification fiction breaches the reporting duty. Sole traders (e.K.) are exempt, because as natural persons they are not themselves subject to the Transparency Register – the duty applies exclusively to corporations and registered partnerships, not to sole proprietorships. Which of these obligations apply specifically to your company is shown by a tool such as Company Audit.

Who counts as a beneficial owner?

As a rule, beneficial owners are natural persons who hold more than 25% of the capital shares or voting rights in the company or who exercise comparable control over it. You must first identify these persons before entering them in the Transparency Register – identification is therefore the first and often most laborious step in the reporting process. With several shareholders or tiered shareholdings in particular, it is worth listing the capital and voting-rights holdings completely once before you start the entry, so that no one with more than 25% or comparable control is overlooked.

What do you need to do in practice?

Four steps are needed in practice to meet the reporting duty:

1. Identify the beneficial owners – as a rule natural persons with more than 25% of the capital or voting rights, or comparable control.
2. Enter the details – name, date of birth, residence and the nature and extent of the economic interest – in the Transparency Register.
3. Update the entry promptly whenever the shareholding changes.
4. Check regularly whether the stored details are still current.

The entry is made online through the Transparency Register portal. Anyone who works through the four steps properly once only has to repeat them when something actually changes – a regular comparison of the stored data prevents the report from becoming outdated over time and spares you a laborious catch-up when an authority or a business partner checks the details.

By when / how often?

There is no fixed, recurring deadline for the Transparency Register as with an annual return – what matters instead is every change in the shareholding. As soon as the shareholding or voting-rights proportions change, the entry must be updated promptly so that the register reflects the actual position at all times. You should also check regularly whether the stored details – such as name, date of birth or residence of the beneficial owners – are still current, even if nothing seems to have changed in the shareholding. That way you avoid a change only coming to light during an external inspection.

What happens if you breach the duty?

If the report is missing or out of date, fines of up to €150,000 are possible, and up to €1 million in qualified cases. The legal basis for the reporting duty and the threat of fines is § 20 GwG. Anyone who has made the entry once should therefore not regard it as a one-off formality but as an ongoing duty that must be fulfilled afresh whenever the shareholding changes. It is particularly risky not to maintain an entry once it has been made: outdated rather than missing details are easily overlooked in practice, although they can trigger the same range of fines as a report that was omitted altogether.

Frequently asked questions

What is the notification fiction, and why is it no longer enough?

The notification fiction used to ensure that beneficial owners were automatically taken over from other registers, such as the commercial register, into the Transparency Register. This automatic transfer no longer exists – since then, corporations and registered partnerships have had to report their beneficial owners actively themselves.

Are sole traders (e.K.) subject to the Transparency Register?

No. As natural persons, sole traders are not subject to the Transparency Register – the reporting duty applies only to corporations and registered partnerships such as GmbH, UG, GmbH & Co. KG and AG.

How and where do I report the beneficial owners?

The entry is made online through the Transparency Register portal. There you enter the name, date of birth, residence and the nature and extent of the economic interest of the person concerned.

What details must the report contain?

The report must give the name, date of birth, residence and the nature and extent of the economic interest of each beneficial owner.

What happens if the shareholding changes?

Then you must update the entry in the Transparency Register promptly – the reporting duty is not a one-off formality but an ongoing duty that continues throughout the life of the company.

How often should I check the entry in the Transparency Register?

The law does not prescribe a fixed review interval. It is advisable, however, to check the stored details regularly – not only when the shareholding obviously changes, but also when personal data of the beneficial owners, such as their residence, changes.

Source: § 20 GwG. This article is general information and does not replace legal advice in an individual case. As of: July 2026.