Transparenzregister deadline Germany — §23a duties

Germany’s Transparenzregister has no annual filing deadline: under § 20(1) GwG a company must report its beneficial owners unverzüglich — without undue delay — after formation and after every change, and an obliged entity must report any discrepancy it finds just as promptly under § 23a. The fixed dates people still search for — 31 March, 30 June and 31 December 2022 — were one-off catch-up deadlines for the move to a full register, and even the fine grace periods attached to them ran out in 2023. Today the clock is event-driven.

Last reviewed: 3 November 2026

1. The deadline question, answered

There are three timing rules that matter in 2026, and none of them is a calendar date:

Unverzüglich means without culpable delay: time to establish the facts, but not to batch filings until quarter-end. An “annual register review” as the only control is structurally late.

2. The 2022 dates: where they came from, and why they no longer help

Until 31 July 2021 the register worked as a Auffangregister: if the beneficial owners could already be read from the commercial register, the shareholder list or another public register, the reporting duty was deemed fulfilled (the Mitteilungsfiktion). The Transparenzregister- und Finanzinformationsgesetz abolished that fiction from 1 August 2021 and turned the register into a Vollregister: every in-scope entity must now file its own entry, whatever other registers show.

§ 59(8) GwG gave entities that had relied on the fiction staggered catch-up dates, and § 59(9) suspended the fine provisions for a further year after each:

Three further transition rules have also lapsed. Foreign entities caught by § 20(1) S.2 because they had held German real property since before 2020, or held relevant share interests since before August 2021, had until 30 June 2023 (§ 59(13)). Obliged entities did not have to report a missing entry as a discrepancy until 1 April 2023 where the old fiction would have covered it (§ 59(10)). And the duty to state why a notional beneficial owner was entered (§ 19(3) S.2) applied from 1 January 2023 (§ 59(12)).

An entity that never made its catch-up filing is therefore in continuing breach, with no grace period left — and a payment firm that finds no entry for a German customer must report the gap.

3. Who has to file

§ 20(1) S.1 GwG covers all legal persons under private law and all registered partnerships. In practice that means GmbH and UG, AG, SE and KGaA, cooperatives, registered partnerships (OHG, KG, PartG, and the registered GbR since the 2024 partnership-law reform), and foundations with legal capacity. Registered associations (eingetragene Vereine) are the exception: since 2023 the register-keeping body creates their entry automatically from the association register, listing the board members, and an association only files itself where the automatic data is wrong or a real >25% controller exists (§ 20a).

Foreign entities are in scope on their own triggers. § 20(1) S.2 reaches associations seated abroad that own German real property, undertake to acquire it, or obtain or hold a share interest that the Real Estate Transfer Tax Act treats as a real-estate acquisition (§ 1(3) and (3a) GrEStG — the share-deal rules). The duty falls away under S.3 if the same particulars have already been filed with another EU member state’s register. Trustees and comparable fiduciaries file under § 21.

The filing goes electronically through the register’s own website, transparenzregister.de; the Bundesverwaltungsamt stresses that it cannot accept entries itself. The register is run, as a sovereign federal task, by a private body entrusted with the job by statutory instrument (§§ 18(2), 25 GwG), under the BVA’s legal and technical supervision (§ 25(6)).

4. Who counts as a beneficial owner

For companies, § 19(2) points to § 3(1) and (2) GwG. A beneficial owner is every natural person who, directly or indirectly:

• holds more than 25% of the capital;
• controls more than 25% of the voting rights; or
• exercises control in a comparable way.

Indirect control exists where the shares are held through one or more entities that a natural person controls, and control means the ability to exert a dominant influence, tested against the consolidation rules of § 290(2)-(4) HGB.

Only if no one qualifies after comprehensive checks, and with no facts pointing to money laundering, does the notional beneficial owner (fiktiver wirtschaftlich Berechtigter) apply: the legal representative, managing partner or partner (§ 3(2) S.5). Since 2023 the entry must also say which of two situations applies — either it was established that no natural person meets the tests, or identifying one was not possible despite comprehensive checks (§ 19(3) S.2).

Each entry carries first and last name, date of birth, place of residence, nature and extent of the economic interest, and all nationalities (§ 19(1)). The nature-and-extent field must show where the status comes from: shareholding, other control, or the notional-owner function (§ 19(3)).

5. The two obliged-entity duties

A payment institution or e-money institution is an obliged entity under § 2(1) No. 3 GwG; so are German branches of comparable foreign institutions. That status brings two duties that touch the register directly.

Check the register when onboarding. When a new business relationship starts with an entity covered by § 20 or § 21, the firm must obtain proof of registration or an extract of the register data (§ 12(3) S.2). Two qualifications matter. First, the extract does not replace collecting the beneficial-owner details from the customer: § 11(5) S.3 says in terms that taking them from the register alone is not enough. Second, § 12(3) S.3 gives relief on verification: no further steps are needed if what the customer told you matches the register and there is no doubt and no higher-risk indicator under § 15(2).

Report discrepancies — the Unstimmigkeitsmeldung. § 23a(1) requires obliged entities to report to the register-keeping body, unverzüglich, any discrepancy between the register and the information and findings available to them. A discrepancy exists when an entry is missing, when individual particulars differ, or when a different beneficial owner was identified; the firm’s own determination must follow § 3. Reports go only through the dedicated function on the register website, which requires a user account and costs nothing.

These duties run alongside the rest of the German AML stack: the § 7 GwG money-laundering officer who usually owns the process, and the § 43 GwG suspicious-activity report, which is a separate channel. A discrepancy report never discharges a suspicion.

6. Who can see the register

After the Court of Justice ruled on 22 November 2022 (joined cases C-37/20 and C-601/20) that unrestricted public access to beneficial-ownership data breached the Charter, Germany narrowed access. § 23(1) GwG now allows inspection by authorities and courts; by obliged entities that show the inspection serves their due diligence in one of the cases in § 10(3) and (3a); and by anyone who proves a legitimate interest. Members of the public with a legitimate interest see the name, the nature and extent of the interest, month and year of birth, country of residence and nationalities — not the full date of birth or place of residence.

A beneficial owner can ask for access to be restricted where inspection would expose them to fraud, extortion, kidnapping, violence or similar threats, or where they are a minor or lack legal capacity (§ 23(2)). That restriction never applies against authorities, credit and financial-services institutions, payment and e-money institutions, insurers, or notaries. So a payment firm’s due-diligence access survives any such restriction.

7. What a breach costs

Register offences are listed in § 56(1) S.1 Nos. 54-66 GwG. They include failing to obtain, keep, update or report beneficial-owner data (No. 55), not correcting an incorrect report (No. 63), a beneficial owner’s failure to inform the entity (No. 58), and an obliged entity’s failure to file a discrepancy report (No. 65). Liability needs intent or recklessness (Leichtfertigkeit), not mere negligence.

The BVA is the fining authority for these offences (§ 56(5) S.2). Its published fine catalogue, dated 5 July 2021, sets a minimum fine of €50 and builds the amount as a base sum multiplied by factors for intent or recklessness, economic strength and individual circumstances. Final fine decisions are published on the BVA’s website and stay there for five years (§ 57). For a regulated firm, publication often costs more than the fine.

8. Three worked scenarios

Scenario 1 — a new German subsidiary with no 25% owner.

Facts: An EU payments group sets up a German GmbH, wholly owned by a listed parent whose largest shareholder holds 9%. Rule: § 20(1) requires a filing unverzüglich after formation; no natural person passes the § 3(2) tests, so the notional-owner fallback applies. What the firm does: documents the look-through to the listed parent, files the managing directors as notional beneficial owners with the § 19(3) S.2 statement that no natural person meets the criteria, and adds every director change to the same corporate-secretarial workflow. Outcome: compliant from day one. Leaving the entry blank because “nobody holds 25%” is the classic error.

Scenario 2 — a mismatch at onboarding.

Facts: A payment institution onboards a German KG. Its CDD shows a natural person controls 40% of the votes through a holding company; the register lists only the general partner’s managing director as notional owner. Rule: § 12(3) S.3 relief is not available because the data do not match; § 23a(1) requires a discrepancy report. What the firm does: completes its own § 3 determination, verifies the 40% controller, and files the Unstimmigkeitsmeldung online the same week, keeping a copy in the customer file. Outcome: the extract is flagged “under review”; the firm’s onboarding decision rests on its own analysis, not on the register.

Scenario 3 — no entry at all, two years after the catch-up date.

Facts: During a periodic review in 2026 the firm finds that a long-standing GmbH customer still has no register entry. Rule: the § 59(8) deadline (30 June 2022) and the § 59(10) reporting pause (1 April 2023) are long past; a missing entry is a discrepancy under § 23a(1) S.4. What the firm does: reports it, refreshes its own verification, and applies its risk policy to a customer that ignored a filing duty for years. Outcome: the customer risks BVA proceedings; the firm has met its own duty.

9. How a payment firm wires this in

• Own entities: put every German group entity, and every foreign entity holding German real estate, on a change-controlled list with an owner. Trigger a filing review on any share transfer, capital increase, director change or group reorganisation.
• Onboarding: make the register extract a mandatory, evidenced step for German legal-entity customers, and compare it field by field with what the customer declared.
• Discrepancy routing: when the comparison fails, open a task with a named owner and a short internal deadline, and record the filing reference. Ignore trivial differences such as titles or spelling of a name in capitals; the register rejects reports that do not identify a concrete discrepancy.
• Calendar: add the register to your German reporting calendar as an event-driven duty, not a date.

10. FAQ

11. What to do, today

• Pull the current extract for every German group entity and confirm it matches your cap table and director list.
• Check that each notional-owner entry carries the correct § 19(3) S.2 statement.
• Confirm any foreign group entity with German real estate or a qualifying share interest has filed, or has filed in another EU register.
• Make the extract-and-compare step mandatory in German KYB onboarding and periodic review.
• Route every discrepancy to a named owner with a same-week filing target, and keep the filing reference.
• Brief the board on the § 56(3) exposure: up to €5 million or 10% of turnover for a regulated firm, plus publication.

12. Sources

This review relied on the consolidated Geldwäschegesetz as last amended on 29 June 2026, the register’s own help pages and the Bundesverwaltungsamt’s guidance:

• Geldwäschegesetz (GwG), consolidated text — §§ 3, 11, 12, 18-25, 56, 57, 59
• § 20 GwG — reporting duties of entities
• § 23a GwG — discrepancy reports
• § 59 GwG — transition rules
• Transparenzregister — help centre
• Bundesverwaltungsamt — Transparenzregister
• BVA fine catalogue for § 56(1) Nos. 54-66 GwG (5 July 2021)
• BVA — published fine decisions
• CJEU, joined cases C-37/20 and C-601/20 (22 November 2022)
• Regulation (EU) 2024/1624 (AMLR)

Related: Beneficial ownership registers compared · What is a beneficial owner · What is an obliged entity · Handelsregister — the German company register · EMI licence in Germany (BaFin, ZAG) · BaFin video identification · § 24c KWG account file · AML representative across the EU · Belgium — UBO register · Spain — RTR · France — RBE · Netherlands — UBO-register · Italy — titolari effettivi · Luxembourg — RBE