Insights
TAX & BUSINESS
Extension of the Disclosure Obligation from 1 October 2025
From 1 October 2025 changes to the Beneficial Ownership Register Act (WiEReG) will come into force. They mainly introduce further disclosure obligations in connection with trustee arrangements.
The circle of trustee arrangements that must be reported is being expanded beyond the existence of beneficial ownership (participation > 25%). This is intended to increase transparency and make money laundering more difficult.
From 1 January 2025 the term “nominee agreement” was incorporated into the WiEReG. The term defines a formal or informal agreement whereby a “nominee” (trustee) or “nominee director” undertakes to act for the “nominator” (settlor). The concepts therefore largely overlap with the previous construction of a trust arrangement. The new element is the term nominee director. This is a natural person or a legal entity who routinely performs the function of managing a legal entity in his own name and subject to the direct or indirect instructions of the nominator.
Changes from 1 October 2025
Previously, nominee agreements were exempt from the WiEReG disclosure obligations insofar as they involved a participation level of 25% or less. They are now reportable when they are between natural persons, even if they do not give rise to beneficial ownership (= participation of ≤ 25%), and when legal persons (e.g. GmbH) are parties to the nominee agreements themselves must be reported.
According to the Ministry of Finance, trust relationships that involve a participation level of 25% or less and that previously enjoyed a reporting exemption (e.g. where all shareholders are natural persons) must, for the first time from 1 October 2025, be disclosed to the register within the four‑week reporting period by waiving the exemption.
If, on the other hand, the legal entity has not previously enjoyed such an exemption, trust relationships with participation of 25% or less must also be reported for the first time from 1 October 2025, but at the latest as part of the mandatory annual filing – the exact timing therefore depends on the individual annual filing date.
Name and Date of the Agreement
In addition, nominee agreements are reportable regardless of any beneficial ownership between a nominator (settlor) and a nominee director. This is the case, for example, where a person carries out the management of a GmbH in his own name but under the instructions of another person. Not only the existence of a nominee agreement must be reported, but also its name and the date of the agreement. For natural persons, name, date and place of birth, nationality and residence must be reported. For legal persons, the registration number must be provided.
Penalties
From 1 October 2025 all nominee agreements (trust arrangements) must be disclosed within the reporting period, even where no beneficial ownership exists. Breaches of these provisions constitute a fiscal offence, punishable by a fine of up to EUR 100,000 if committed negligently, and up to EUR 200,000 if committed intentionally.
From 1 January 2025 the term “nominee agreement” was incorporated into the WiEReG. The term defines a formal or informal agreement whereby a “nominee” (trustee) or “nominee director” undertakes to act for the “nominator” (settlor). The concepts therefore largely overlap with the previous construction of a trust arrangement. The new element is the term nominee director. This is a natural person or a legal entity who routinely performs the function of managing a legal entity in his own name and subject to the direct or indirect instructions of the nominator.
Changes from 1 October 2025
Previously, nominee agreements were exempt from the WiEReG disclosure obligations insofar as they involved a participation level of 25% or less. They are now reportable when they are between natural persons, even if they do not give rise to beneficial ownership (= participation of ≤ 25%), and when legal persons (e.g. GmbH) are parties to the nominee agreements themselves must be reported.
According to the Ministry of Finance, trust relationships that involve a participation level of 25% or less and that previously enjoyed a reporting exemption (e.g. where all shareholders are natural persons) must, for the first time from 1 October 2025, be disclosed to the register within the four‑week reporting period by waiving the exemption.
If, on the other hand, the legal entity has not previously enjoyed such an exemption, trust relationships with participation of 25% or less must also be reported for the first time from 1 October 2025, but at the latest as part of the mandatory annual filing – the exact timing therefore depends on the individual annual filing date.
Name and Date of the Agreement
In addition, nominee agreements are reportable regardless of any beneficial ownership between a nominator (settlor) and a nominee director. This is the case, for example, where a person carries out the management of a GmbH in his own name but under the instructions of another person. Not only the existence of a nominee agreement must be reported, but also its name and the date of the agreement. For natural persons, name, date and place of birth, nationality and residence must be reported. For legal persons, the registration number must be provided.
Penalties
From 1 October 2025 all nominee agreements (trust arrangements) must be disclosed within the reporting period, even where no beneficial ownership exists. Breaches of these provisions constitute a fiscal offence, punishable by a fine of up to EUR 100,000 if committed negligently, and up to EUR 200,000 if committed intentionally.