28 February 2022
With the aim of preventing the use of the financial system for the purpose of money laundering and terrorist financing, the European Union published the fourth EU Money Laundering Directive in 2015, with the requirement to create a national central register to identify relevant information on the beneficial owner of companies. Obligated parties, such as banks, should have access to this register in order to fulfill their due diligence obligations. Despite the harmonized European basis, there are relevant differences between Germany and Luxembourg.
Transparency register in Germany
To comply with the directive, the national transparency register was introduced in Germany in 2017. This electronic register contains relevant information on beneficial owners, such as first and last name, date of birth, place of residence, country of residence, type and scope of beneficial interest, and nationalities. According to §3 of the money laundering act, beneficial owners are the natural persons who ultimately own or control a legal entity or legal structure. While the register was initially introduced as a catch-all register, according to which information only had to be entered if it was not already contained in other registers, such as the commercial register or the register of associations, the amendment to the law of 01.08.2021 is intended to develop it into a full register with public faith. The legislator has prescribed different transition periods depending on the respective form of company, whereby the entry for all obligated parties must be made by 31.12.2022 at the latest.
Transparency register in Luxembourg
Analogous to the transparency register in Germany, Luxembourg introduced the "Registre des Bénéficiaires Effectifs" (RBE) in Luxembourg on 13.01.2019. While the transparency register in Germany is in the transition phase to a full register, the RBE is already a full register since September 2019 and enjoys public faith. The definitions of the RBE indicate that all entities registered in the "Registre de commerce et des sociétés" (RCS) must declare their beneficial owners to the RBE, with the sole exception of merchants. In addition to the master data, as required by the German Transparency Register, the identification number from the national register of natural persons must also be entered here for those domiciled in Germany. The beneficial owners from abroad must present the foreign identification number for this purpose, whereby no identification number is created if none is available. Another difference between the German and Luxembourg transparency registers is the accessibility to the public. Whereas information from the German transparency register can only be viewed to a limited extent and is subject to bureaucratic effort including an application and monetary costs, the Luxembourg transparency register offers direct access to the essential information of the beneficial owner. This information is provided free of charge.
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