International legal consulting - Russia

The number of enterprises from Russia speaking territory which provide business activities in Germany has been significantly increased over the last 10 years. The entrepreneurs appraise the stable and growing market, legal security and performance ability  in Germany,  along with a good infrastructure and logistics.

Providing support to Russia speaking entrepreneurs in Germany

Derra, Meyer & Partners advise and represent Russia speaking entrepreneurs in Germany while entering the market and accompany them within the setting up  their business and developing reliable and trustworthy relationships. Through a continuing and successful cooperation with authorities and organizations such as Chamber of Industry and Commerce, Investment Agencies, Estate Agents and Property Management we are in position to reduce  the time within  implementing your decision for market entering. Due to multilingualism of our lawyers from Russian Desk at Derra, Meyer & Partners we help you to overcome bureaucracy obstacles and lingual barriers. Our clients choose mostly the legal form of a  private limited liability company for their business activities  and this increases the acceptance from authorities, local partners and staff.

Business immigration for entrepreneurs

Providing business activities in Germany depends on an appropriate legal status. We advise you comprehensively within the so –called “Business Immigration” which encompasses among other things permission to reside, blue card for employees and family reunion for close relatives. The close cooperation with tax advisers SKS, especially with Dmytro Sonkin (Master of Economics) allow us to offer overall, interdisciplinary consultations especially in the tax sphere in order to secure your investments.  Derra, Meyer & Partners open you as a reliable associate  the door to Germany no matter whether in construction business, real estate sector or in the service industry. Moreover we represent you within all possible disputes with your business partners.

Investment Projects  in Russia

Furthermore Derra, Meyer & Partners advise German companies within their business and investment projects in Russia. Within cross –boarder projects we work closely with established and reputable  Russian legal firms. The communication and contract drafting are provided alternatively in German, Russia or English.

Contact Person

Current Issues

09 Okt
2017

Transparency register

A transparency register was created with the purpose of recording the beneficial owners of legal persons and partnerships, as well as of trusts.

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The 4th European Money Laundering Directive (EU) 2015/849 was implemented in Germany on June 24th, 2017 amending the German Money Laundering Act (MLA). A transparency register was created with the purpose of recording the beneficial owners of legal persons and partnerships, as well as of trusts.

Legal persons of German private law (e.g. AG, GmbH, UG, e.V.) and registered partnerships (e.g. OHG, KG, PartG) are now obliged to collect information about their beneficial owners and to inform the register about them without delay (§ 20 para. 1 sentence 1 MLA). According to § 21 MLA the same obligations also apply to the trustees of trusts and of foundations without legal capacity or similar legal formations domiciled in Germany. The obligations to collect data and to notify the transparency register are accompanied by the obligation of the beneficial owner to provide the necessary information to the concerned companies.

A beneficial owner is any natural person holding directly or indirectly more than 25% of the share capital or controlling more than 25% of the voting rights or controlling the company in a comparable manner (§ 3 MLA). Such indirect control is in particular the case when the shares are held by another company which is controlled by a natural person. This also includes shares nominally held by a trustee for the beneficial owner. Relevant is the natural person standing at the end of a chain of participations.

Under § 19 para. 1 MLA the transparency register shall receive the following information about the beneficial owner: first and last name, possibly nationality, date of birth, place of residence as well as the nature and scope of the economic interest. The information about the nature and scope of the economic interest shall illustrate what makes the person a beneficial owner. This includes, in particular, the size of the shares or of the voting rights, but also a possible function of the beneficial owner as a legal representative, managing director, shareholder or similar functions, which allow the owner to control the company in other ways.

If the relevant information is already published in electronically retrievable documents and records in German public registers then the companies is exempt from this obligation to provide information about the beneficial owner again. That concerns registrations in the commercial register or partnership register or associations register. I.e. companies which shareholders are natural persons do not have to provide information to the transparency register.

However, if the shareholder is another legal person or a trust, the company is affected by the reporting requirement. This applies, in particular, if the shareholder is a foreign legal person because information about its ownership structure is generally not available in German registers.

Violations of the reporting obligations could be sanctioned with a regulatory fine up to EUR 100,000.00.

In case of doubts about the fulfillment of reporting obligations by the published information in other German registers the company should report the necessary data to the transparency register. The company also has to notify about any subsequent changes of the beneficial owners without a special request of the register. It is advisable to install a monitoring system for continuous updating.

The transparency register is run by Bundesanzeiger Verlag under the following link: https://www.transparenzregister.de.

Please do not hesitate to contact our lawyers if you have any questions regarding the reporting requirements and rights of access to the data of the transparency register.

Rechtsanwalt Alexander Shmagin

dmp@derra-b.de

10/2017

The 4th European Money Laundering Directive (EU) 2015/849 was implemented in Germany on June 24th, 2017 amending the German Money Laundering Act (MLA). A transparency register was created with the purpose of recording the beneficial owners of legal persons and partnerships, as well as of trusts.

Legal persons of German private law (e.g. AG, GmbH, UG, e.V.) and registered partnerships (e.g. OHG, KG, PartG) are now obliged to collect information about their beneficial owners and to inform the register about them without delay (§ 20 para. 1 sentence 1 MLA). According to § 21 MLA the same obligations also apply to the trustees of trusts and of foundations without legal capacity or similar legal formations domiciled in Germany. The obligations to collect data and to notify the transparency register are accompanied by the obligation of the beneficial owner to provide the necessary information to the concerned companies.

A beneficial owner is any natural person holding directly or indirectly more than 25% of the share capital or controlling more than 25% of the voting rights or controlling the company in a comparable manner (§ 3 MLA). Such indirect control is in particular the case when the shares are held by another company which is controlled by a natural person. This also includes shares nominally held by a trustee for the beneficial owner. Relevant is the natural person standing at the end of a chain of participations.

Under § 19 para. 1 MLA the transparency register shall receive the following information about the beneficial owner: first and last name, possibly nationality, date of birth, place of residence as well as the nature and scope of the economic interest. The information about the nature and scope of the economic interest shall illustrate what makes the person a beneficial owner. This includes, in particular, the size of the shares or of the voting rights, but also a possible function of the beneficial owner as a legal representative, managing director, shareholder or similar functions, which allow the owner to control the company in other ways.

If the relevant information is already published in electronically retrievable documents and records in German public registers then the companies is exempt from this obligation to provide information about the beneficial owner again. That concerns registrations in the commercial register or partnership register or associations register. I.e. companies which shareholders are natural persons do not have to provide information to the transparency register.

However, if the shareholder is another legal person or a trust, the company is affected by the reporting requirement. This applies, in particular, if the shareholder is a foreign legal person because information about its ownership structure is generally not available in German registers.

Violations of the reporting obligations could be sanctioned with a regulatory fine up to EUR 100,000.00.

In case of doubts about the fulfillment of reporting obligations by the published information in other German registers the company should report the necessary data to the transparency register. The company also has to notify about any subsequent changes of the beneficial owners without a special request of the register. It is advisable to install a monitoring system for continuous updating.

The transparency register is run by Bundesanzeiger Verlag under the following link: https://www.transparenzregister.de.

Please do not hesitate to contact our lawyers if you have any questions regarding the reporting requirements and rights of access to the data of the transparency register.

Rechtsanwalt Alexander Shmagin

dmp@derra-b.de

10/2017

Publications

Адвокатская газета № 4 (285), 2019
Alexander Shmagin / Maria Kolsdorf
Вестник гражданского права / Civil Law review 2018, Nr. 6 Том / Band 18, Стр. / S. 220-238
Сборник статей о праве Германии на русском языке / DRJV-Sammelband zum deutschen Recht in russischer Sprache, выпуск / Ausgabe 1-2015, Стр. / S. 126-144