Search
Contact
09.05.2023 | KPMG Law Insights, KPMG Law Insights

UPDATE Transparency register and real estate in Germany – escalating reporting requirements for foreign companies

The Federal Administrative Office has clarified that foreign companies must be reported to the Transparency Register even if they only indirectly hold shares in German real estate. The reporting requirement applies to all companies in the investment chain. However, only if their shareholding reaches a threshold of at least 90 percent.

The real estate market has long been considered by experts to be particularly vulnerable to money laundering. For this reason, the legislator is increasingly pursuing the goal of ensuring that it is comprehensible to whom real estate property is attributable.

Against this background, notaries were initially required to check whether the acquiring company is registered in the transparency register in the case of real estate purchase agreements. Insofar as this was not the case, the notary may not perform the notarization (prohibition of notarization).

In order to also cover foreign structures, reporting requirements for foreign companies were successively introduced. Until now, the latter were obliged to report their beneficial owners to the transparency register if they acquired ownership of real estate located in Germany directly or by way of a share deal.

Sanctions Enforcement Act II obliges foreign companies to report to the transparency register

With the Sanctions Enforcement Act II, reporting obligations for foreign companies to the transparency register have been further extended as of January 1, 2023.

The reporting obligation now also applies to foreign companies with existing real estate in Germany. This is subject to an implementation deadline of June 30, 2023.

This applies both to direct investments in real estate and to share deals in which shares in companies owning real estate were acquired in the past (acquisition transaction pursuant to Section 1 (3) or (3a) of the Real Estate Transfer Tax Act – GrEStG).

As a relief, the legislator has provided that a reporting obligation does not apply if the companies concerned have already transmitted the information on the beneficial owner to a register of another EU member state.

Clarification by the Federal Office of Administration dated May 5, 2023 on reporting requirements for indirect holdings in German real estate

As is so often the case, the new regulation raised various questions in practice, in particular whether only the foreign company in which the acquisition transaction pursuant to Sec. 1 (3) or (3a) GrEStG is or has been realized must be reported or whether all foreign companies in the chain of ownership are subject to a reporting obligation.

The Federal Administrative Office responsible for the Transparency Register has provided guidance on this issue in the FAQ newly published on May 5, 2023:

  • According to the Federal Administrative Office, the transparency obligation extends to all foreign legal entities to which shares in a company with domestic real property are or (in the past) were directly or indirectly transferred.
  • In the opinion of the authority, this means that even for existing properties
    all
    legal entities in the chain of shareholdings are subject to the notification obligation, insofar as they each individually meet the requirements of Section 1 (1) of the German Commercial Code. 3 or par. 3a GrEStG and meet the threshold of at least 90% of the shares.
  • The principles of the Real Estate Transfer Tax Act apply to the determination of the directly or indirectly controlled shares in the company (i.e., in particular, calculating through the threshold of 90% at each shareholding level).
  • In turn, this means that if foreign legal entities within the participation chain do not meet the requirements of Section 1 para. 3 or para. 3a GrEStG – here the threshold value of 90% is probably meant in particular – they are also not obliged to notify the transparency register.

Consequences of an incorrect or missing report to the transparency register

Non-compliance with the above-mentioned reporting requirements may result in substantial fines. According to the catalog of fines, these fines are based primarily on the company’s sales or balance sheet total and can amount to up to EUR 150,000 in the case of a first-time infringement. In case of serious, repeated or systematic violations, fines may increase up to EUR 1 million.

In addition, the law provides for “naming-and-shaming” in the case of final decisions imposing fines of EUR 200 or more – currently, more than 1,200 decisions have already been published.

From an economic point of view, it may be particularly critical that, due to the express prohibition of notarization in real estate transactions, a transaction may fail or, in any case, be significantly delayed if it is not reported to the transparency register or is reported incorrectly.

Conclusion

While this provides a certain degree of clarity on the one hand, on the other hand the legal understanding of the Federal Administrative Office creates a considerable burden for foreign groups of companies with German real estate holdings.

Explore #more

09.07.2025 | KPMG Law Insights

Restructuring with staff reductions: preparation is key

The downsizing or closure of a part of a company often also necessitates staff reductions. Depending on the number of employees affected, the works council…

08.07.2025 | Deal Notifications

KPMG Law advises Finish Finnfoam Group on the acquisition of the Phonotherm business of insolvent BOSIG Baukunststoffe GmbH

KPMG Law advised Finnfoam Group (Salo/Finland) on the acquisition of the business unit “Phonotherm” from BOSIG Baukunststoffe GmbH via the newly founded Warmotech GmbH as…

07.07.2025 | Deal Notifications

KPMG Law advises HEMRO International AG on the acquisition of Xenia Espresso GmbH

KPMG Law Rechtsanwaltsgesellschaft mbH (KPMG Law) provided legal advice to HEMRO Group, a global manufacturer of coffee grinders and grinding technologies headquartered in Zurich, Switzerland,…

04.07.2025 | KPMG Law Insights

BGH clarifies the limits of the definition of customer installations

On July 3, 2025, the BGH published the reasons for its ruling of May 13, 2025 (case no. EnVR 83/20) and provided the eagerly awaited…

02.07.2025 | In the media

Guest article by Moritz Püstow on the special fund for infrastructure

The German government wants to invest 500 billion euros in infrastructure and climate neutrality. This creates new business opportunities for the construction industry – but…

01.07.2025 | Deal Notifications

KPMG Law advised Bosch on the multinational carve-out of the entire product business of Bosch Building Technologies to investor Triton

KPMG Law advises Robert Bosch on the carve-out of the building technologies division’s product business for security and communications technology (Bosch Building Technologies) in more…

27.06.2025 | KPMG Law Insights

Hospital restructuring: three steps out of the crisis

Many clinics see their existence threatened in the short or medium term. Other healthcare facilities are also experiencing economic difficulties. Inadequate remuneration structures, staff shortages,…

27.06.2025 | In the media

KPMG Law nominated at the PMN Awards

We are delighted to have been nominated directly in two categories at the PMN Awards 2025. Our “Extended Workbench” project was nominated in the…

25.06.2025 | KPMG Law Insights

Business Travel and Assignment in the USA: What you need to know about US immigration

The recent changes in US immigration rules are causing uncertainty worldwide. In particular, since the new US government took office, processes regarding entry into the…

11.06.2025 | KPMG Law Insights

Omnibus IV brings some simplifications, especially in product law

The EU Commission proposed the fourth omnibus package on May 21, 2025. Omnibus IV contains simplifications in relation to numerous product law requirements and…

Contact

Arndt Rodatz

Partner
Head of Criminal Tax Law

Fuhlentwiete 5
20355 Hamburg

Tel.: +49 40 360994 5081
arodatz@kpmg-law.com

Christian Judis

Senior Manager

Friedenstraße 10
81671 München

Tel.: +49 89 59976061028
cjudis@kpmg-law.com

© 2024 KPMG Law Rechtsanwaltsgesellschaft mbH, associated with KPMG AG Wirtschaftsprüfungsgesellschaft, a public limited company under German law and a member of the global KPMG organisation of independent member firms affiliated with KPMG International Limited, a Private English Company Limited by Guarantee. All rights reserved. For more details on the structure of KPMG’s global organisation, please visit https://home.kpmg/governance.

 KPMG International does not provide services to clients. No member firm is authorised to bind or contract KPMG International or any other member firm to any third party, just as KPMG International is not authorised to bind or contract any other member firm.

Scroll