Company under civil law (GbR): Indirect obligation to register in new register from 2024
On January 1, 2024, the law governing civil law partnerships (GbR) will be comprehensively reformed. There is a need for action for companies with real estate ownership or company participations. The GbR should be registered in the new company register.
What purpose does the register serve? And when is there an obligation to register?
"The company register provides information on who is a shareholder and may represent the company. This creates legal certainty," reports Tim Hofmann, Managing Director of the Saxony Chamber of Notaries. Until now, proving the existence and representation of a GbR has often caused difficulties in legal and business transactions. "The register will be based on the familiar commercial register and, like this, will be kept centrally at certain local courts," explains Hofmann. Registration is not mandatory, but in many cases there is an indirect obligation to register. In future, many transactions can only be carried out if the company is entered in the register. For example, participation in real estate transactions and the transfer of shares in companies will require prior registration from 2024. If such transactions are planned, registration should be arranged at an early stage. After registration, the GbR "trades" as a "registered civil law partnership" or "eGbR".
How is the company entered in the register? What needs to be considered in advance?
The application for registration must be publicly notarized. "The certification can be carried out before the turn of the year. However, the registration will not be completed until 2024," says Hofmann. The notarization can be carried out either on site at a notary's office or from home using the notarial online procedure via video conference. You can find more information on this at https://online-verfahren.notar.de. All partners of the GbR must participate in the registration, whereby they do not necessarily have to attend a joint appointment, but separate notarization of the declarations - if necessary before different notaries - is also permissible. In many cases, it will also be necessary to correct land register entries, lists of shareholders and commercial register entries. Notaries advise on the details that need to be observed. They prepare the register applications and also submit them to the register court.
In the case of companies with real estate ownership or shareholdings in companies, the shareholders should check in advance whether the shareholder structure has changed since the acquisition of the real estate or shareholding and, if necessary, obtain suitable evidence, such as certificates of inheritance.
Follow-up obligation: Notification to the transparency register
When the GbR is entered in the company register, there is an obligation to provide the transparency register with data relating to the beneficial owners. "The transparency register is the central platform for combating money laundering and terrorist financing in Germany. It serves a completely different purpose to the company register, which is why a separate entry is required," explains Hofmann. The notification can be made by the shareholders independently, i.e. without the involvement of a notary, at www.transparenzregister.de make.
You can find further press releases from the media association on all topics related to the notary's office in the Press portal of the media association of the chambers of notaries.