Deloitte: Reporting Obligations for Limited Partnerships to Transparency Register

Deloitte Legal has published an analysis clarifying a new interpretation by German authorities regarding the reporting obligations for limited partnerships (KG) and GmbH & Co. KG entities to the German transparency register.

The Federal Administrative Office (BVA) has stated in its new interpretation that multi-partner KG and GmbH & Co. KG entities are obliged to report information about their partners to the register, provided these partners qualify as beneficial owners under the German Anti-Money Laundering Act (GwG).

Under the GwG, legal entities and partnerships are required to disclose their beneficial owners to the transparency register. A beneficial owner is defined as any natural person who directly or indirectly holds more than 25 percent of the company's capital shares, controls more than 25 percent of the voting rights, or exercises comparable control. The reported information includes name, date of birth, place of residence, and the nature and extent of the beneficial interest.

The GwG includes a "reporting fiction" that considers the reporting obligation fulfilled if the required information about the beneficial owner is available in an electronically accessible register, such as the commercial register. However, this fiction only applies if the information available in the commercial register is sufficient to identify the beneficial owners.

According to the BVA's new stance, for limited partnerships (KG), the information typically registered regarding a limited partner's liability sum (Haftsumme) is no longer considered sufficient to determine the extent of their beneficial ownership. The same applies to the initial contribution of a personally liable partner. Consequently, these entities are now likely required to submit separate notifications to the transparency register to comply with their legal obligations.