The transparency register in the 4th AML directive in Germany

The current legal basis of the German Transparency Register is Part 4 of the Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz – GwG).

The Directive was implemented in German law by the Gesetz zur Umsetzung der Änderungsrichtlinie zur Vierten EU-Geldwäscherichtlinie dated 12 December 2019.

Further, the German Federal Office of Administration (Bundesverwaltungsamt) regularly publishes FAQs with regard to interpretation of the provisions on the Transparency Register, and as such interpretation changes from time to time, it should be closely observed.


Any shareholder who is a UBO or directly controlled by a UBO as well as any UBO has to provide the required information (unless such information is available from certain public records in Germany). This does not only apply to German UBOs but also to UBOs in general.


If the legal entity has not received any information regarding their UBOs, it must request the respective information from its shareholders. The shareholders are obliged to reply to the request for information within a reasonable period of time. The legal entity must document the requests for information and the information obtained.

If the beneficial owners cannot be determined or if the legal entity does not have any beneficial owners, the legal representatives are deemed to be beneficial owners.

The legal entity.

5. Are there exemptions to the filing obligation?


If and to the extent that the information on the UBO is completely available from certain public records in Germany, no filings need to be made.

With regard to certain listed companies, the filings are deemed to be made for such legal entity. This also applies to subsidiaries of listed companies provided that the listed parent company holds at least 50% of the share capital or controls at least 50% of the voting rights and there are no other beneficial owners of the subsidiary. An additional requirement is, however, that the entire chain of shareholdings from the subsidiary to the listed parent company can be determined from documents electronically available from certain registers.

6. What is the due date for the initial filing? Is there an obligation to update the filing?

1 October 2017.

If there are any changes with regard to the UBO, such changes must be filed without undue delay.

7. What are the sanctions in case of a breach of the transparency obligation?

Administrative fines against shareholders, the UBO and management in breach of their obligations. 

8. Is the Transparency Register established as a separate register or part of an existing one?

As a separate register called the Transparenzregister:

9. Notable amendments (including through the Directive)

The Transparency Register is now also available to the public. This is a major change, as the information in the Transparency Register was previously only accessible to supervisory and law enforcement authorities and certain obligated parties to fulfil their duties of due diligence, while all other interested parties could only inspect it if a legitimate interest existed.

According to a recent publication by the German Federal Office of Administration, it will be sufficient if a shareholder of a parent company has a veto right with regard to decisions made in such parent company for the shareholder to be deemed a UBO of any controlled subsidiary of the parent company. It remains to be seen if such interpretation will be upheld.