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On 26 June 2017, the Act on the Implementation of the Fourth EU Anti Money Laundering Directive entered into force. One of the key points of the Act is the establishment of an electronic Transparency Register, which is intended to centrally capture the beneficial owners of companies. Access to the register is given to authorities and the Central Office for Financial Transactions Investigations (Zentralstelle für Finanztransaktionsuntersuchungen). The amendments to Section 40 of the German Limited Liability Companies Act ("GmbHG"), which were also adopted with this law, have largely been left unnoticed.

Authors: Andreas Jürgens

Corporate Buildings

1 Information On Percentage Share On Registered Share Capital

The shareholders' list of a limited liability company must now also show for each share the percentage share in the share capital, which is determined by the respective nominal amount of a share in the registered share capital of the company. In addition, the revised version of Section 40 (1) GmbHG stipulates that for shareholders who hold more than one share, the total of their participation must be shown separately as a percentage in the registered share capital. However, any disclosure of indirect participations or indirect control over other shares (such as through voting rights agreements) is not required.

The purpose and background of the amendment is to be able to more easily and quickly identify those shareholders who hold more than 25% of the capital of a limited liability company and thus qualify as beneficial owners. This is to facilitate the use of the Transparency Register, which will also allow access of all shareholders' lists.