Notification regarding the Transparency Register After the notarisation appointment or only after entry in the Commercial Register?
Notification regarding the Transparency Register: It is now well known within the start-up scene that, following the abolition of the presumption of registration under the Money Laundering Act (GwG) on 30 June 2022, in principle all UGs and GmbHs are obliged to provide the Transparency Register her to report beneficial owners.
As a rule, this isn’t a problem. However, whilst completing the registration process on the Transparency Register’s website, the question quickly arises as to which date is decisive for determining beneficial ownership – this must be specified when registering.
Corporations that have already been incorporated, which have benefited from the deemed reporting arrangement up to 30 June 2022 and were not required to make a declaration to the transparency register by that date, may submit the details of their beneficial owners upon expiry of the transitional period, i.e. from 30 June 2022.
But what about companies incorporated after 30 June 2022? Which date is relevant in this case? The date on which the company is entered in the commercial register, or the date on which the articles of association are notarised?
There is usually a gap of several weeks between these two dates. Legally speaking, the GmbH as such – that is, with limited liability – only comes into existence upon its entry in the Commercial Register. Therefore, when registering a GmbH or a UG with the Transparency Register, the date to be used is, as a general rule, the date of the company’s entry in the Commercial Register.
However, from the time the articles of association are notarised until the company is registered, the company exists as a so-called Pre-GmbH or alternatively Predecessor company.
Should the pre-company be operational during this period active As it is established and engages in legal transactions, it is subject to accounting and tax obligations and is therefore also required to report its beneficial owners to the transparency register.
The notification is only dispensable if no more than three months elapse between the certification and the entry in the commercial register.
Start-ups should therefore bear in mind whether they may need to report their beneficial owners to the transparency register even after the date of notarisation.
There are also specific requirements to bear in mind regarding the details to be provided as part of the pre-company registration process. Furthermore, it is important not to forget to submit the relevant notification of change once the company has been entered in the Commercial Register.
We would be happy to assist you in registering your beneficial owners with the transparency register.