Obligation for eGbRs to register with the Transparency Register!
The Act on the Modernisation of Partnership Law (MoPeG for short) brought about one of the most significant legislative reforms in German company law in the last century. The introduction of a new register for civil-law partnerships (GbRs) was particularly groundbreaking.
In doing so, the legislator is pursuing a clear objective: transparency. Whilst the Commercial Register has for decades provided information on the corporate law status of limited companies and commercial partnerships such as OHGs and KGs, the shareholder structures of GbRs in particular have remained hidden from legal transactions due to the lack of a registration requirement.
This will change as a result of the MoPeG, which came into force on 1 January 2024. Since it came into force, GbRs have not, strictly speaking, been obliged to register in the register of partnerships created specifically for GbRs. However, there are sufficient statutory provisions that effectively compel a large number of GbRs to register. This applies in particular to property GbRs or investment GbRs that wish to acquire shares in companies. In such cases, and if the GbR wishes to acquire or dispose of a property, the GbR must first be entered in the register of companies; otherwise, neither the commercial register nor the land register will record the legal change (registration block). It is therefore not possible to acquire shares or a property.
If the GbR is entered in the Register of Companies, it must not only include the appropriate legal form suffix (registered civil-law partnership or eGbR), but must also immediately notify the Transparency Register Sign up!
In the maze of legislative reform, the obligation to register with the Transparency Register can easily be overlooked. However, failure to do so is punishable by fines, some of which can be exorbitant. Shareholders of an eGbR should therefore check whether they have registered with the Transparency Register and, if in doubt, do so without delay. Furthermore, all changes to the beneficial owners must also be reported to the Transparency Register.
Further information on the beneficial owner can be found here:
Transparency register obligations: Registration for the Transparency Register