2026-10-10 11:16

What is the Transparenzregister, and who must register?

The Transparency Register (Transparenzregister) is Germany's federal register of beneficial owners — the natural persons who directly or indirectly own or control a company. All German legal entities under private law and registered partnerships, including every GmbH, must report them; a foreign company must do so before buying German property, or the notary is obliged to refuse to notarise. Breaches carry fines of up to €150,000 and, in serious cases, up to €1 million or twice the economic benefit gained.

Anyone who holds or controls more than 25% must be reported

A beneficial owner (wirtschaftlich Berechtigter) is a natural person who directly or indirectly holds more than 25% of the capital or controls more than 25% of the voting rights. Control exercised in a comparable way also counts (§ 3(2) GwG). If no such person can be identified even after thorough checks, the legal representative — the managing director (Geschäftsführer), for example — is deemed the beneficial owner. The register records the name, date of birth, place of residence, the nature and extent of the interest, and all nationalities (§ 19(1) GwG). The duty lies with the company, but the beneficial owner must also give it this information and every change to it (§ 20(3) GwG), and can be fined for a breach as well (§ 56(1) GwG).

Every German company and every foreign buyer of German property must register

Exhibit 1. A German company always reports; a foreign one when it buys property or 90% of the shares

Who	When	Legal basis
GmbH, stock corporation, other legal entities under private law	Always, without delay after every change	§ 20(1) sentence 1 GwG
Registered partnerships, such as a KG	Always	§ 20(1) sentence 1 GwG
Foreign company	If it owns German real estate or undertakes to buy it	§ 20(1) sentence 2 GwG
Foreign company	If it acquires 90% of the shares in a company owning German real estate, or a 90% economic interest	§ 20(1) sentence 2 GwG; § 1(3) and (3a) GrEStG
Foreign company that has already filed with the register of another EU member state	No second filing	§ 20(1) sentence 3 GwG

An entry in the commercial register no longer replaces a filing: that rule applied until 31 July 2021. GmbHs had to file themselves by 30 June 2022, and foreign companies that already owned German real estate before 2020 by 30 June 2023 (§ 59(8) and (13) GwG).

Without an entry, the notary will not record the purchase

Until a foreign company that is party to the deal has met its reporting duty, the notary must refuse to notarise (§ 10(9) sentence 4 GwG; see Part 8 of the series German Prime Retail). Where a party is a company, the notary checks, before signing, the ownership and control structure that it presents in text form (§ 12(4) GwG). Banks, notaries and brokers must report discrepancies between the register and what they themselves know (§ 23a GwG), so an outdated entry usually surfaces during financing or at closing. An extract from the register does not confirm that the information is accurate (§ 18(4) GwG): it supplements due diligence on the seller and the target company but does not replace it.

Access is restricted, and fines are published

The Court of Justice of the EU, in its judgment of 22 November 2022, declared invalid the requirement to make the information available to everyone (Cases C-37/20 and C-601/20). Since then, access has been limited to authorities, obliged entities — banks, notaries, brokers — and anyone who can show a legitimate interest (§ 23(1) GwG).

Failing to file, or filing incorrect information, can be fined up to €150,000 if intentional and up to €100,000 if grossly negligent. For serious, repeated or systematic breaches, the maximum is €1 million or twice the economic benefit obtained (§ 56(1) and (3) GwG). Final decisions are, as a rule, published with the names of those responsible (§ 57 GwG). From 10 July 2027, Regulation (EU) 2024/1624 will replace most of the German Anti-Money Laundering Act.

Implications for investors

1. Update the entry after every change of shareholders or control. The duty lies with your GmbH and with the companies above it, and a fine threatens both the company and a beneficial owner who has not given it their details.

2. Register a foreign company before the notary appointment. It must report if it buys German property or acquires 90% of the shares in a company that owns such property. Without an entry — or confirmation of a filing with another EU member state's register — the notary must refuse to notarise.

3. Do not treat a register extract as proof. It does not confirm that the information is accurate and only supplements due diligence on the seller and the target company: check their ownership and control structure separately.

What to check:
• Compare the entry for your GmbH — and for the companies above it — with the actual shareholders and control.
• For a foreign buying company, arrange registration, or confirmation of a filing with another EU member state's register, before the notary appointment.
• Prepare the ownership and control structure in text form for the notary.
• In a share deal, check the target company's entry in the register and its shareholder list.
• Give the company your own beneficial-owner details, including all nationalities.

Sources: §§ 3, 10(9), 12(4), 18(4), 19, 20, 23, 23a, 56, 57, 59(8), (13) GwG; § 1(3), (3a) GrEStG; Court of Justice of the EU, judgment of 22 November 2022, Cases C-37/20 and C-601/20; Regulation (EU) 2024/1624. Legal position as of October 2026.

Photo: Jan-Philipp Thiele / Unsplash

This page is general information and not investment, legal or tax advice.

Ilya Gordon