Key Facts at a glance
From 10 July 2027, the determination of beneficial ownership will change as part of the EU-wide harmonization introduced by the EU Anti-Money Laundering Package. The scope of beneficial ownership will expand, and significant deviations from the current German framework can be expected, particularly with respect to foundations, trusts, and their subsidiaries. As a consequence, additional reporting obligations will arise in relation to the identification and disclosure of beneficial owners.
Reasons for the New EU Anti-Money Laundering Package
The AMLR forms, together with accompanying legislative instruments such as the 6th Anti-Money Laundering Directive (Directive (EU) 2024/1640 – 6th AMLD), a comprehensive framework aimed at overcoming the existing fragmentation of national anti-money laundering regimes. The aim is to establish a uniform legal framework for combating money laundering and terrorist financing.
Content of the EU Anti-Money Laundering Package
The EU Anti-Money Laundering Package consists of several interlinked legal instruments designed to strengthen the Union’s legal framework for combating money laundering and terrorist financing:
- EU Anti-Money Laundering Regulation (Regulation (EU) 2024/1624) forms the core instrument of the package as it is directly applicable in every Member State. It expands the scope of obliged entities and beneficial owners, defines transparency and due diligence obligations, and introduces corresponding reporting duties.
- 6th Anti-Money Laundering Directive (Directive (EU) 2024/1640) sets out organizational and institutional requirements to be implemented by the Member States.
- Revised Funds Transfer Regulation (Regulation (EU) 2023/1113) specifies the data that payment service providers must collect and transmit in the context of money transfers and crypto-asset transactions.
- Regulation Establishing the Authority for Anti-Money Laundering and Countering the Financing of Terrorism (Regulation (EU) 2024/1620) establishes the Authority for Anti-Money Laundering and Countering the Financing of Terrorism (Anti-Money Laundering Authority, AMLA), which began operations on 1 July 2025. AMLA is tasked with coordinating national authorities to ensure the consistent and proper application of EU rules.
New determination of beneficial ownership
Unlike the German Anti-Money Laundering Act (GwG), which refers to beneficial entitlement, the AMLR adopts the terminology of beneficial ownership. Beneficial ownership may arise through direct or indirect ownership of shares in a company or through control of the company, with control being possible by way of ownership or by other means (Articles 51–53 AMLR).
The determination of ownership or control will undergo substantial changes compared to current practice under the GwG:
- Under the AMLR, a holding of exactly 25 percent of the capital or voting rights already constitutes beneficial ownership, whereas the GwG currently requires more than 25 percent. The European Commission may lower this threshold to as little as 15 percent for categories of entities exposed to higher risks of money laundering or terrorist financing (Article 52 para. 2 AMLR).
- In addition, under the AMLR, an entitlement to a share in profits is now also sufficient. For example, a usufructuary entitled to at least 25 percent of profits may also be considered a beneficial owner. This results in a material broadening of the group of beneficial owners.
- Equally important is the new approach to calculating indirect ownership in multi-tiered ownership structures. Under the previous regime, establishing indirect beneficial ownership always required a controlling influence over the parent entity. This is no longer required under the AMLR. Instead, it will be sufficient that a natural person ultimately holds at least 25 percent of the capital, voting rights, or profit shares when tracing the ownership chain upwards. For this calculation, the capital, voting, or profit interests held by the intermediate entities in the ownership chain are multiplied, and the results from the various chains are added together (Article 52 para. 1, 2 AMLR). This change will also significantly expand the group of individuals qualifying as beneficial owners.
Beneficial ownership in foundations
Significant changes also apply to foundations. According to Article 57 AMLR, the beneficial owners of a foundation include:
- the founder of the foundation;
- the members of the governing body acting in a managing capacity, i.e. the members of the foundation board;
- the members of the governing body acting in a supervisory function, i.e. members of the supervisory board, advisory board, or council;
- the beneficiaries, unless Article 59 AMLR applies; this means, in principle, that all designated beneficiaries qualify as beneficial owners. Undetermined beneficiaries must be identified only by category and become beneficial owners once they are specified. Foundations established for charitable or non-profit purposes need only disclose the category of beneficiaries and their characteristics;
- any other individual who exercises control over the foundation, whether directly or indirectly.
Beneficial ownership in trusts
Comparable rules apply to trusts. Under the AMLR, the beneficial owners of a trust include:
- the settlor;
- the trustees;
- the protectors;
- the beneficiaries;
- any other individual who exercises control over the trust, whether directly or indirectly.
Specific implications for companies held by foundations or trusts
Foundations and trusts frequently hold ownership interests in companies. For such companies, Article 55 AMLR introduces a major development that may fundamentally alter the assessment of beneficial ownership. Where a foundation or trust holds an ownership interest in a company or exercises direct or indirect control over it, the individuals identified as the beneficial owners of the foundation or trust are deemed to be the beneficial owners of the company it holds. Unlike under current German practice, a controlling influence over the foundation or trust is therefore no longer required under the AMLR to qualify as a beneficial owner of the downstream company. Together with an increase in investigative efforts, this change is expected to result in a significant expansion of the group of beneficial owners in companies held by foundations or trusts.
Extension of reporting obligations for beneficial owners
Under the German GwG, only information on beneficial owners that is already required for commercial register filings must be reported. The following details are presently reportable:
- full name;
- date of birth;
- place of residence;
- nature and extent of the beneficial interest; and
- all nationalities.
Public access is currently limited: the exact day of birth and specific residential address are not disclosed, while month and year of birth as well as the country of residence may be viewed by people with a legitimate interest.
With the new regime, a legitimate interest in accessing information will be presumed for certain groups. Among others, this privileged group includes journalists and researchers, as well as non-governmental organizations (Art. 12 para. 2 6th AMLD). Under the AMLR, the following additional personal data must be reported to the transparency register (Article 62 para. 1 AMLR):
- full residential address;
- place of birth;
- identification document number; and
- where available, a unique personal identification number.
Access to this sensitive data will not be granted to the public, even where legitimate interest is shown (Article 12 para. 1 6th AMLD). Unrestricted access to all information will generally be reserved for public authorities (Art. 11 para. 2 6th AMLD).
Conclusion
The EU-wide harmonization of anti-money laundering legislation will lead to a noticeable tightening of the criteria for determining beneficial ownership. In particular, significant expansions of the group of beneficial owners can be expected with respect to foundations and trusts as well as their subsidiaries, while at the same time the level of investigative and reporting effort is likely to increase considerably. In addition, the scope of data to be reported in relation to each beneficial owner will be substantially expanded.