Changes to the Transparency Register: What are the current rules for listed companies?
Under the Act on the European Interconnection of Transparency Registers and the Use of Financial Information to Combat Money Laundering, Terrorist Financing and Other Serious Criminal Offences (Transparency and Financial Information Act on Money Laundering, or TraFinG-Gw), a number of changes to the rules governing the transparency register will come into effect from 1 August 2021, which listed public limited companies in particular should now be aware of.
Until the TraFinG-Gw came into force, the reporting obligation was generally deemed to have been fulfilled for listed companies. This meant that listed public limited companies were exempt from the obligation to report their beneficial owners to the transparency register.
In this regard, section 20(2) of the GWG (previous version) explicitly provided that, in the case of companies listed on an organised market within the meaning of Section 2(11) of the Securities Trading Act or subject to transparency requirements under Community law regarding voting rights or equivalent international standards, the obligation to notify the transparency register was always deemed to have been fulfilled.
This has now changed. Following the legislative reform, Section 20(2) of the GWG has been repealed without replacement. Consequently, listed public limited companies will also be required in future to report their beneficial owners to the transparency register.
There is good news for listed companies which, following the entry into force of the TraFinG-Gw, are required for the first time to disclose their beneficial owners: the Act provides for transitional arrangements for these public limited companies, under which the notification to the transparency register does not have to be made immediately after the TraFinG-Gw comes into force, but by 31 March 2022 at the latest.
We would be happy to advise you on this matter and handle the necessary notifications to the Transparency Register on your behalf.
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