Anti-Money Laundering Compliance | The EU Anti-Money Laundering (AML) package

I. Companies subject to notification obligations based in Germany or another EU Member State

1. Current legal situation in Germany

1.1 Legal entities under private law & registered partnerships

The obligation to notify beneficial owners to the German transparency register currently applies to all legal entities under private law and registered partnerships (jointly referred to as “Associations”) with their registered office in Germany (sec. 20 para. 1 sent. 1 of the German Anti-Money Laundering Act; “AML-Act”). This also applies to listed companies and their subsidiaries. Exceptions exist under certain conditions (sec. 20a AML-Act) only for registered associations (eingetragene Vereine). For more information, see: Deloitte Legal | Anti-Money Laundering Compliance | Reporting Obligations to the Transparency Register).

1.2 Administrators of trusts and trustees of “special legal arrangements"

Notification obligations also apply to domestic administrators of so-called “trusts” (trustees) and domestic trustees of other ”special legal arrangements” (foundations without legal capacity or structurally respectively functionally comparable legal arrangements) with regard to the beneficial owners of the administered trust or other “special legal arrangement” (sec. 21 para. 1 sent. 1, para. 2 AML-Act).

2. Future EU-wide legal situation

2.1 Legal entities (within the meaning of EU law, including partnerships)

According to the new provisions of the EU-AMLR, notification obligations will in future apply to all “legal entities” under private law created in the EU (Art. 63 para. 1 subpara. 1, Art. 65 lit. b) EU-AMLR).

This also includes companies whose securities are admitted to trading on a regulated market (listed companies). An exception only exists if control over the listed company is exercised exclusively by voting rights and only individuals, i.e. no legal entities or legal arrangements, are part of the ownership and control structure (Art. 65 lit. a) EU-AMLR).

The EU-wide unified term ”legal entity“ covers not only legal forms commonly referred to as legal entity in the meaning of a “Juristische Person” within a pure German legal understanding (e.g. limited liability companies (GmbHs) or stock corporations (AGs)). It also covers legal forms that can be classified as ”partnerships“ (Personengesellschaften) with legal capacity according to national company law (e.g. general partnerships (Offene Handelsgesellschaften), limited partnerships (Kommanditgesellschaften) as well as civil law partnerships (Gesellschaften bürgerlichen Rechts) in the meaning of sec. 705 para. 2 var. 1, para. 3 German Civil Code). The required broader application of the (now) unified term “legal entity” results from an overall view of the EU provisions governing the future notification obligations, in particular Art. 63 in conjunction with Art. 2 para. 1 no. 11 lit. a) - c) EU-AMLR and the respectively underlying recitals.

According to the clear wording of the relevant new provisions, a registration in the respective member state commercial or comparable company registers will apparently no longer be a mandatory requirement for the establishment of a notification obligation. This applies at least insofar, as the (partial) legal capacity of a respective partnership does not depend on its registration. According to the intention of the European legislator, the widest possible range of “natural or legal persons, legal arrangements such as trusts or entities having legal capacity under national law” shall be included in the scope of the EU-AMLR in order to ensure effective transparency (recitals no. 65, no. 112 EU-AMLR).

2.2 Trustees or persons holding an equivalent position in special legal arrangements

Trustees or “persons holding an equivalent position” who are entrusted with the administration of express trusts (i.e. a trust created intentionally to place assets under the control of a trustee for the benefit of a beneficiary or for a specific purpose) or similar legal arrangements are also subject to notification obligations with regard to the beneficial owners of the express trust or similar legal arrangement under the future EU ruleset (Art. 64 EU-AMLR in conjunction with Art. 2 para. 1 no. 29, no. 32 EU-AMLR).

The prerequisite for a transparency obligation under the EU-AMLR is that the express trust or similar legal arrangement is administered in an EU Member State or that its trustee or the “person holding an equivalent position” resides or is established in an EU Member State (Art. 64 para. 1 subpara. 1, para. 2 subpara. 1 EU-AMLR).

II. Companies based outside the EU that are subject to notification obligations

1. Current legal situation in Germany

Under the current legal situation in Germany, Associations (i.e. legal entities under private law and registered partnerships) based abroad (within or outside the EU) are only subject to notification obligations to the transparency register, if they have a connection to real estate located in Germany (sec. 20 para. 1 sent. 2 AML-Act). Prerequisite is the direct holding or direct acquisition of German real estate, respectively in the case of indirect land ownership the existence of certain real estate transfer tax related connecting factors (sec. 20 para. 1 sent. 2 AML-Act in conjunction with sec. 1 para. 3, para. 3a German Real Estate Transfer Tax Act).

A real estate-related notification obligation also exists for administrators of trusts (trustees) and trustees of other special legal arrangements that have their registered office respectively place of residence outside the EU (sec. 21 para. 1 sent. 2 case 2, para. 2 AML-Act). They are subject to additional notification obligations to the German transparency register in case they enter into a business relationship with a contractual partner domiciled in Germany on behalf of the trust or other special legal arrangement (sec. 21 para. 1 sent. 2 case 1, para. 2 AML-Act).

Exceptions only exist under certain conditions if the foreign Associations or administrators of trusts (trustees) respectively trustees of other special legal arrangements have already notified the required information on their beneficial owners to a transparency register of another EU Member State (sec. 20 para. 1 sent. 3 and sec. 21 para. 1 sent. 3, para. 2 AML-Act).

2. Future EU-wide legal situation

For legal entities (in the broader sense of EU law, including partnerships) created outside the European Union, the obligations to notify their beneficial owners to a member state’s transparency register are significantly extended by the EU-AMLR.

The same applies to trustees of express trusts and persons who hold an equivalent position in a similar legal arrangement if the trust or similar legal arrangement is administered outside the EU or the trustee or other person administering it is resident or established outside the EU.

The aforementioned legal entities will be subject to notification obligations to the respective member state transparency registers in the following cases (Art. 67 EU-AMLR):

• Real estate acquisitions (new acquisitions and existing ownership)

Firstly, this applies to the acquisition of real estate located in the EU, either directly or through an intermediary (new acquisitions; Art. 67 para. 1 lit. b), para. 3 lit. b), para. 5 EU-AMLR).

A notification obligation also exists if a corresponding (direct or indirect) ownership position in real estate located in the EU already exists on 10 July 2027 and this ownership was not acquired already prior 1 January 2014 (existing ownership; Art. 67 para. 7 subpara. 1, subpara. 2 EU-AMLR). However, the respective EU Member States may make the risk-based decision that an earlier acquisition date applies (Art. 67 para. 7 subpara. 3 EU-AMLR).

• Public procurement

Furthermore, the receipt of a public contract for goods, services or concessions from a public contracting authority in the EU also leads to a notification obligation to the respective member state’s transparency register (Art. 67 para. 1 lit. d), para. 3 lit. c), para. 5 EU-AMLR).

• Business relationships with persons subject to special AML obligations

This also applies if a business relationship is established with specially obliged natural or legal persons (jointly referred to as “Obliged Entities”) within the meaning of Art. 3 EU-AMLR, such as auditors, tax advisors, public notaries, lawyers, credit and financial institutions or real estate agents (Art. 67 para. 1 lit. a), para. 3 lit. a), para. 5 EU-AMLR).

However, this is only relevant for legal entities (in the broader sense of EU law, including partnerships) if there is a medium or high risk of money laundering and/or terrorist financing in relation to the Obliged Entity or the category of the legal entity itself or the sector in which it operates (Art. 67 para. 2, para. 4 EU-AMLR).

The respective EU member states may also extend the notification obligations on a country-specific basis to business relationships that “are ongoing” on 10 July 2027 (Art. 67 para. 8 EU-AMLR).

• Acquisition of luxury goods

The acquisition (directly or through an intermediary) of motor vehicles at a price of at least EUR 250,000 or watercraft and aircraft at a price of at least EUR 7.5 million in the EU for non-commercial purposes by a person who trades (as a regular or principal professional activity) in high-value goods or acts as an intermediary for such goods also leads to notification obligations to the respective member state transparency register (Art. 67 para. 1 lit. c), para. 3 lit. b), para. 5 in conjunction with Art. 3 no. 3 lit. f) and j) EU-AMLR).

An exception to the aforementioned notification obligations applies if the beneficial ownership information has already been notified to the transparency register of another EU Member State (Art. 67 para. 6 EU-AMLR).

III. Recommendation & Outlook

The new regulations regarding the expansion of the scope of companies subject to notification obligations will pose new challenges, particularly for the compliance management of companies based outside the European Union.

Affected companies are advised to familiarize themselves with the relevant new regulations sufficiently in advance, particularly when preparing real estate transactions and applications in the context of public procurement, and to seek legal advice in case of doubt.

For more information, we refer you to our recommendations and outlook from Part I of our series of articles.

Authors: Jens Hoffmann | Anna-Lena Kringel | Natalia Vost

Published: March 2025