Understanding UBO Filing in Germany

An Ultimate Beneficial Owner (UBO) is the natural person who ultimately owns or controls a company. UBO filing in Germany requires companies to declare these individuals to the German UBO Register to strengthen anti-money-laundering (AML) measures, comply with FATF/EU transparency standards, and curb tax evasion and illicit finance.

This article is designed to help businesses understand the key requirements, procedures, and compliance obligations involved in UBO filing in Germany.

What Is an Ultimate Beneficial Owner (UBO)?

A UBO is the natural person who ultimately owns or controls a company, either directly or indirectly. In Germany, this generally refers to anyone who qualifies for one of the following criteria:

  • holding more than 25% of the capital stock,
  • controlling more than 25% of the voting rights, or
  • exercises control in a comparable manner

However, even individuals with less formal means of control, such as through shareholder agreements or acting through intermediaries, may qualify as UBOs. For example, if Person A owns 60% of a company, they are the UBO. Similarly, if Person B owns 40% of a parent company that controls a subsidiary, Person B is indirectly a UBO of that subsidiary.

Beneficial ownership reporting in Germany is essential for company compliance and transparency because it reveals who truly controls a business. This helps prevent money laundering, tax evasion, and fraud while ensuring companies operate in line with global AML and transparency regulations.

UBO Filing Requirements in Germany

Germany UBO disclosure is required for nearly all private law legal entities, and the obligation extends to foreign trusts, non-legal foundations, and other foreign entities. Exemptions are limited, primarily for companies listed on an organized market that meet equivalent EU transparency standards.

The German UBO register is maintained by the Federal Office of Administration (Bundesverwaltungsamt) and contains detailed information on UBOs for all registered companies, partnerships, and other legal structures. Access is granted to competent authorities, financial institutions conducting due diligence, and, under certain conditions, the public.

Entities must complete the UBO declaration in Germany promptly to remain compliant, with penalties for non-compliance including fines and legal consequences. The goal is to provide a clear overview of individuals who ultimately control corporate entities or legal arrangements.

Germany Beneficial Ownership (BOI) Laws and Regulations

Germany’s beneficial ownership law is primarily governed by the Money Laundering Act (Geldwäschegesetz, GwG), which implements the EU’s Fourth and Fifth Anti-Money Laundering Directives. Section 3 of the Geldwäschegesetz (GwG) defines “beneficial owners” based on two different contexts:

For legal entities:

A “beneficial owner” is defined as:

  • The natural person who ultimately owns or controls the legal entity or contracting party.
  • The natural person on whose instructions a transaction is executed or a business relationship is established.

This definition ensures that the individuals who have ultimate control or influence over a company or transaction are properly identified for transparency and anti-money-laundering compliance.

For legal arrangements:

The definition of a UBO covers:

  • Any natural person acting as a trustor, trustee, or, where applicable, a protector.
  • Any individual serving as a member of the foundation’s board.
  • Any person designated to receive benefits from the arrangement.
  • The group of individuals intended to benefit from the assets if no specific beneficiary has yet been identified.
  • Any person who, directly or indirectly, exercises control over the management of the assets or the distribution of income.

This definition ensures that all persons who have control, influence, or benefit from the arrangement are transparently identified, supporting compliance with anti-money-laundering and transparency regulations.

Who Must File and Maintain the UBO Register in Germany

UBO filing in Germany must be maintained by the following entities:

  1. Private law companies, including:
    • GmbHs (limited liability companies)
    • AGs (public stock corporations)
    • UGs (mini-GmbHs)
  2. Registered partnerships, including:
    • OHGs (general partnerships)
    • KGs (limited partnerships)
    • GmbH & Co. KGs
  3. Registered civil law partnerships (eGbRs) since 2024
  4. Trusts and non-legal foundations
  5. Foreign entities that:
    • Own or plan to acquire real estate in Germany
    • Acquire or transfer shares under the Real Estate Transfer Tax Act (GrEStG)
    • Hold an economic interest in German property through a legal transaction

Entities are required to keep an up-to-date register of their ultimate beneficial owners, including details on ownership percentages, voting rights, and control mechanisms. Records must be accurate and promptly updated whenever there are changes in ownership or control.

While authorities and financial institutions have full access to the German UBO register, public access is only allowed if a person demonstrates a “legitimate interest” (berechtigtes Interesse). Once approved, the requester can view the following details about a UBO:

  • Full name
  • Country of residence
  • Month and year of birth
  • All held nationalities
  • Description of the type and extent of the beneficial ownership

This approach balances transparency with privacy by limiting access to those who can justify a valid reason for viewing the information.

Documents and Information Required for UBO Filing in Germany

For UBO filing in Germany, companies must collect and submit detailed information about their ultimate beneficial owners to ensure compliance with transparency and anti-money-laundering regulations.

The key information typically required includes:

  • Full name, date of birth, and nationality of the UBO.
  • Percentage of ownership or control held directly or indirectly in the company.
  • Official identification documents, such as a passport or national ID card, and proof of residential address, like a utility bill or bank statement.
  • Nature of control, describing how the UBO exercises influence over the company, whether through shares, voting rights, or other agreements that grant decision-making power.

These requirements form the basis of UBO KYC requirements in Germany, helping authorities verify the identity of individuals who ultimately control or benefit from the company. Entities must maintain accurate records and update them promptly when there are changes in ownership or control.

UBO Filing Deadlines and Timeline in Germany

For UBO filing in Germany, there are no fixed timelines or statutory deadlines currently specified. However, companies are expected to comply promptly. Any newly established entity must register its UBOs without delay upon formation. Similarly, any changes to UBO information, such as updates to ownership percentages, control rights, or personal details, must be reported to the Transparency Register without delay.

The UBO filing deadline in Germany is therefore essentially immediate for new entities and changes, emphasizing the need for timely and proactive management of beneficial ownership records.

This approach ensures that the register remains accurate and up to date, supporting transparency and compliance with anti-money-laundering regulations. Businesses should establish internal procedures to track and update UBO information continuously, preventing gaps or inaccuracies in reporting.

Penalties for Non-Compliance with UBO Laws in Germany

Failure to meet ultimate beneficial owner compliance in Germany can result in significant consequences for companies and their directors. These include:

  • Fines: Up to €150,000 for intentional violations and €100,000 for negligent breaches; serious or repeated violations can reach €5 million or 10% of annual turnover.
  • Transaction Restrictions: Notaries may refuse to certify real estate or corporate transactions if the entity is not properly registered, blocking sales or M&A deals.
  • Business and Financial Limitations: Banks may suspend accounts or terminate relationships, disrupting day-to-day operations.
  • Exclusion from Public Procurement: Companies not in compliance cannot participate in public tenders.
  • Public Disclosure: Penalties are published on the Federal Office of Administration’s website for five years, impacting reputation.
  • Director Liability: Company directors can be held personally responsible for failing to ensure UBO registration and reporting.

These penalties highlight the importance of timely and accurate UBO filing to maintain legal and operational security.

How to File a UBO/BOI Report in Germany (Step-by-Step)

Filing a UBO report in Germany involves a structured process to ensure compliance with anti-money-laundering and transparency regulations. The steps below illustrate how to comply with Germany BOI requirements:

  1. Identify the UBOs: Carefully analyze the company’s ownership and control structure to determine the natural persons who meet the criteria under the Geldwäschegesetz (GwG). This includes direct and indirect owners, as well as individuals with comparable control.
  2. Gather Required Documents: Collect personal details (name, date of birth, nationality), ownership percentages, identification documents, proof of address, and a description of the nature and extent of control.
  3. Submit the Declaration: Complete the UBO filing in Germany through the official Transparency Register portal at www.transparenzregister.de. New entities must register their UBOs immediately after entering the commercial register, and any updates must be reported without delay.
  4. Maintain an Updated Register: Continuously monitor changes in ownership or control and update records promptly to ensure ongoing compliance.

Following these steps ensures accurate beneficial ownership reporting in Germany, supporting legal compliance and corporate transparency.

Recent Updates on UBO Regulations in Germany

Germany has recently implemented significant changes to its UBO regulations to enhance transparency and compliance. Key updates include:

  • Expanded Reporting Obligations for Foreign Entities: Under the Sanctions Enforcement Act II, foreign entities owning German real estate, either directly or through shareholdings, are now required to report their UBOs to the German Transparency Register. This obligation applies to both new acquisitions and existing holdings.
  • Mandatory Disclosure of ‘Fictitious’ UBOs: If a company cannot identify a natural person meeting the UBO criteria, it must report a ‘fictitious’ UBO, typically a managing director or board member. Additionally, companies must provide reasons for this designation, aiding financial institutions in assessing potential money laundering risks.
  • Inclusion of Real Estate Ownership Information: The Transparency Register now includes data on real estate owned by companies, enhancing the traceability of assets and supporting anti-money laundering efforts.

These updates underscore the importance of accurate and timely beneficial ownership reporting in Germany to ensure compliance with evolving regulatory standards.

UBO Compliance Challenges for Global Businesses

Global businesses face several complexities when managing UBO compliance across multiple jurisdictions. These include:

  • Varying Ownership Thresholds: Different countries set different thresholds for identifying beneficial owners, complicating the standardization of reporting.
  • Data Privacy Requirements: Sharing personal information internationally must comply with local and global privacy laws, such as GDPR in the EU.
  • Diverse Reporting Deadlines: Filing obligations and timelines differ between jurisdictions; for example, Germany requires immediate registration and updates, while other countries may allow fixed or retrospective deadlines.
  • Complex Corporate Structures: Multinational entities with subsidiaries, trusts, and layered ownership can make identifying ultimate beneficial owners challenging.
  • Ongoing Monitoring: Continuous changes in ownership or control require regular updates to ensure compliance across all relevant countries.

Addressing these challenges demands strong internal processes and proactive monitoring of regulatory changes.

How Commenda Helps with UBO and Beneficial Ownership Compliance

Commenda is a trusted expert in global UBO and beneficial ownership compliance. We support businesses of all sizes, from startups to multinational corporations, in managing complex reporting requirements and anti-money-laundering regulations.

Our services cover end-to-end entity management, precise UBO identification, and complete KYC documentation. We also provide continuous monitoring to keep your beneficial ownership records accurate and always up to date.

Stay compliant across jurisdictions with Commenda’s UBO solutions. Our team ensures timely filings, precise reporting, and peace of mind so your business can focus on growth while meeting regulatory standards.

Conclusion

Maintaining clear and accurate UBO records is essential for transparency, legal certainty, and smooth business operations in Germany. Timely reporting helps businesses avoid fines, operational restrictions, and reputational risks. 

With constantly evolving regulations, staying on top of beneficial ownership requirements can be complex. Commenda offers expert guidance and practical solutions to simplify UBO management.

Book a free demo today to ensure your business stays organized, up to date, and fully supported in its UBO reporting obligations.

FAQ

Q. What is the UBO filing process in Germany?

The process involves identifying ultimate beneficial owners, gathering required documents, and submitting the UBO declaration via the Transparency Register portal. Records must be updated immediately whenever ownership or control changes.

Q. Who qualifies as a UBO under German law?

A UBO is any natural person who directly or indirectly owns or controls more than 25% of shares or voting rights, or exercises comparable control over a company or legal arrangement.

Q. What documents are required for a UBO declaration in Germany?

Companies must provide the UBO’s full name, date of birth, nationality, percentage of ownership or control, identification documents, proof of address, and a description of the nature and extent of control.

Q. What is the UBO filing deadline in Germany?

There is no fixed statutory deadline. Newly established entities must register UBOs immediately after formation, and any changes must also be reported without delay.

Q. What happens if a company fails to disclose UBOs in Germany?

Non-disclosure can result in fines, transaction restrictions, suspension of bank accounts, exclusion from public procurement, and public listing of penalties. Directors can also be held personally liable.

Q. Is the UBO register in Germany public?

Yes, but public access is granted only if a legitimate interest is demonstrated. Approved requests reveal the UBO’s name, country of residence, month and year of birth, nationalities, and nature of the beneficial interest.

Q. Do trusts and partnerships also need to file UBO details in Germany?

Yes. Registered partnerships, trusts, non-legal foundations, and certain foreign entities owning German property must maintain and report UBO information.

Q. How can companies from the USA comply with UBO laws in Germany?

US companies must identify their UBOs, collect relevant documents, and submit the information via the Transparency Register. Expert service providers like Commenda can assist with filing and ongoing monitoring.