(1) 1Legal persons under private law and registered partnerships are required to obtain, retain and keep up to date the information specified in section 19 (1) on the beneficial owners of these associations and notify the registrar entity of this information without delay for entry into the transparency register. 2The obligation under sentence 1 also applies to associations whose registered office is outside Germany if they undertake to acquire ownership of immovable property located in Germany. 3The obligation under sentence 1 does not apply to associations referred to in sentence 2 if they have already transmitted the information under point (15)(c) of Article 1 of Directive (EU) 2018/843 and under section 19 (1) to another register of a member state of the European Union. 4The notification must be made electronically in a format that allows it to be made electronically accessible. 5With regard to the information on the nature and extent of the beneficial interest referred to in section 19 (1) no. 4, the reason for the status of beneficial owner under section 19 (3) must be indicated, except for cases where subsection (2) sentence 2 applies.
(1a) Legal persons under private law or registered partnerships that are subject to a notification requirement under subsection (1) sentence 1 and are not entered in one of the registers referred to in subsection (2) sentence 1 nos. 1 to 4 must notify the registrar entity without undue delay if
- they have changed their name,
- they have merged,
- they have been dissolved or
- there has been a change in their legal form.
(2) 1The obligation to notify the transparency register under subsection (1) sentence 1 is deemed to have been fulfilled if the information on the beneficial owner specified in section 19 (1) nos. 1 to 4 is already contained in the documents and entries specified in section 22 (1) that are electronically accessible from:
- the commercial register (section 8 of the Commercial Code),
- the partnership register (section 5 of the Partnership Companies Act (Partnerschaftsgesellschaftsgesetz)),
- the cooperative society register (section 10 of the Act Concerning Industrial and Trading Cooperative Societies (Genossenschaftsgesetz)),
- the register of associations (section 55 of the Civil Code (Bürgerliches Gesetzbuch)) or
- the company register (section 8b (2) of the Commercial Code).
2The obligation to notify the transparency register is always deemed to be fulfilled for companies that are listed on an organised market under section 2 (11) of the Securities Trading Act or subject to transparency obligations equivalent to community law with regard to voting rights percentages or to comparable international standards. 3No separate information regarding the nature and extent of the beneficial interest under section 19 (1) sentence 4 is required if the documents and entries specified in section 22 (1) show the reason for the status of beneficial owner under section 19 (3). 4If the beneficial owner changes after the transparency register has received a notification under subsection (1) sentence 1, such that the information on the beneficial owner can now be seen from the registers specified in sentence 1, the registrar entity must be informed of this without delay under subsection (1) sentence 1 in order to include it in the transparency register.
(3) 1Beneficial owners of associations under subsection (1) must notify the information required to fulfil the obligations under subsection (1) to those associations, and must notify any change to this information without undue delay. 2Shareholders that are beneficial owners or under the direct control of a beneficial owner must notify the information required to fulfil the obligations referred to in subsection (1) to the associations specified in subsection (1), and must notify any change to this information without undue delay. 3If a member of an association or a cooperative society controls more than 25 per cent of the voting rights, the notification requirement under sentence 1 applies to this member. 4In the case of foundations, the notification requirement under sentence 1 applies to the persons specified in section 3 (3).
(3a) 1If the association has not received any information from the beneficial owners as set out in subsection (3), it must request its shareholders, if known, to provide appropriate information about the association’s beneficial owners. 2The shareholders are required to respond to the request for information within a reasonable period. 3The obligation to request information under sentence 1 does not apply if the association is already aware of the information about the beneficial owner under section 19 from another source. 4The association must document the request for information and the information obtained.
(3b) 1If the shareholder becomes aware that there has been a change in the association’s beneficial owner, it must inform the association within a reasonable period. 2Sentence 1 does not apply if
- the information about the new beneficial owner is already available via the transparency register, or
- the shareholder has positive knowledge from another source that the new beneficial owner is known to the association.
3The shareholder must document and retain the notification to the association.
(4) The notification obligation under subsection (3) does not apply if the reporting obligation under subsection (1) is deemed to have been fulfilled under subsection (2) or if the shareholders, members and beneficial owners have already communicated the required information in some other form.
(5) 1The German Financial Intelligence Unit and the supervisory authorities may, in the framework of their functions and powers, view the information stored under subsection (1) or have it provided to them. 2The information must be provided to them without undue delay.