Register Entries for NPOs in Germany
Germany has an extensive register landscape with over 350 registers and administrative databases. Not all registers are relevant for nonprofit organizations. We would like to present the most important register obligations here.
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What registers are there for NPOs in Germany?
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Is entry in certain registers mandatory?
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When do entries have to be updated?
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What are the consequences of an incorrect or missing entry?
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How can WINHELLER provide support?
What registers are there for NPOs in Germany?
1. Register of Associations
The register of associations was introduced in Germany with the Civil Code (BGB) in 1900. It is used to register registered associations (e.V.). Registration gives the association legal capacity. The register of associations is public and has a publicity effect. It therefore ensures transparency and legal certainty in business transactions.
The name of the association including the suffix “e.V.”, the registered office of the association, the date on which the articles of association were drawn up and any amendments to the articles of association, members of the board of directors (with surnames, first names, place of residence, date of birth) and their power of representation as well as special representatives (Section 30 BGB) with their scope of duties must be entered in the register of associations.
2. Commercial Register
The commercial register has existed since 1861, when the General German Commercial Code (ADHGB) was introduced. It is used to record and publish information on merchants, trading companies and cooperatives. It is a public register that ensures transparency and legal certainty in business transactions due to its publicity effect.
Information on a company must be entered in the commercial register. There are general and legal form-specific registration obligations. The entries include the company name, the legal form of the company, the registered office and branches, the object of the company (in the case of corporations), the names and dates of birth of the managing directors, the owners or persons authorized to represent the company, the amount of the share capital, nominal capital or company capital, the date of initial registration, power of attorney (if any), the powers of representation and information on any insolvency, dissolution or closure of the company.
3. Transparency Register
The transparency register was introduced in Germany on June 26, 2017, and became a full register on January 01, 2020. It is managed by the Bundesanzeiger Verlag on behalf of the Federal Office of Administration and serves to combat money laundering and terrorist financing.
The transparency obligation covers the details of the beneficial owner of all legal entities subject to transparency. These are corporations with legal capacity (GmbHs, AGs, registered associations (e.V.), registered cooperatives (e.G.), foundations with legal capacity under civil law as well as all KGs, OHGs and GbRs. The recognition of charitable status is irrelevant.
The information relates to the first and last name, date of birth, place of residence, type and scope of the economic interest and the nationality of the beneficial owner.
Natural persons must always be reported to the transparency register as beneficial owners and therefore also the natural persons who control a legal entity. In the event that no primary actual beneficial owner can be identified who holds more than 25 percent of the capital shares or controls more than 25 percent of the voting rights, the fictitious beneficial owners must be entered in the transparency register. These can be the legal representatives, the managing partner or the partner of the contracting party. In the case of associations, all board members are always recorded as beneficial owners.
4. Charity Register
The charity register (Section 60b AO) was introduced on January 01, 2024. It is maintained by the Federal Central Tax Office (BZSt). Incorporated and unincorporated tax-privileged entities must be entered in the register.
It serves to increase transparency in the third sector and to indicate which recipients of donations are recognized by the tax authorities as tax-privileged and are entitled to issue donation receipts.
The charity register is particularly important for EU/EEA foreign corporations with no limited tax liability in order to confirm donations using the official (German) form. You can also submit an application to the BZSt for inclusion if you are established in accordance with the regulations of an EU/EEA country and are tax-privileged under German law.
5. Lobby Register
The lobby register was introduced on January 01, 2022, by the Lobby Register Act and reformed on March 01, 2024. It is managed by the German Bundestag.
It creates transparency about private influence through lobbying activities in politics by recording lobbyists and their clients as well as the content of their lobbying work and making it publicly accessible. The materiality threshold is 30 lobbying contacts within the last three months with the legally defined group of addressees in the Bundestag and the Federal Government.
There are further lobby register laws at federal state level in order to publicly document the intention to exert influence at federal state level.
6. Register of Foundations
The register of foundations will be introduced on January 01, 2026, and will be managed centrally by the Federal Office of Justice as administrative register. All foundations with legal capacity under civil law that are established from January 01, 2026, onwards must be entered directly in the register of foundations. All existing foundations must be registered by December 31, 2026.
The required entries are the name and registered office of the foundation, the date of recognition and, for members of the board of directors and representatives, their first name, surname, date of birth and place of residence as well as the scope of their power of representation. Approved or enacted amendments to the articles of association as well as the expiry, dissolution and termination, information on insolvency proceedings and the termination of the foundation must also be entered in the foundation register.
In the case of limited term trusts, the period for which the foundation was established must also be entered. The respective foundation itself will be responsible for the entry in the foundation register.
Up to this point, there are only foundation registers that record foundations with legal capacity and have no publicity effect. The register of foundations, on the other hand, is a public register with publicity effect. Its purpose is to make the contents of the foundation statutes accessible to the public. If there is a legitimate interest, public access can be restricted by making certain information unrecognizable.
Is entry in certain registers mandatory?
1. Register of Associations
Associations are not required to be registered.
2. Commercial Register
There is an obligation to register for merchants who operate a business and whose company requires a commercially organized business operation in terms of type and scope (§§ 1, 33 HGB). The turnover threshold is approx. EUR 250,000.
This threshold also applies to ideal associations and foundations with legal capacity under civil law with their commercial business operations, i.e. both for their taxable business operations (§ 64 AO) and for their special-purpose operations (§§ 65-68 AO).
By virtue of their legal form, gGmbHs, gAGs and gGenossenschaften are obliged to register as nonprofit corporations.
3. Transparency Register
All organizations subject to transparency requirements (see above) have been required to register and report since August 01, 2021.
4. Charity Register
Organizations with limited or unlimited tax liability in Germany that are charitable are reported to the BZSt by the tax offices and then automatically entered in the charity register. Foreign nonprofit organizations are entered in the charity register upon application.
5. Lobby Register
There is a registration requirement for lobbyists if contact is made with members of the Bundestag or the Federal Government in order to exert direct or indirect influence on the policy-forming and decision-making processes or to commission the exertion of influence.
6. Register of Foundations
Once the foundation has been recognized, the foundation and its board members are obliged to register in the foundation register.
When do entries have to be updated?
All entries must be made immediately, i.e. without culpable delay.
1. Register of Associations
The entry in the register of associations must be applied for and updated by the executive board without delay if any of the association's key data changes.
These are in particular changes to the board of directors, articles of association and name as well as changes to the address of the association and dissolution of the association.
2. Commercial Register
The entry in the commercial register must be made immediately after a resolution has been passed or an event has occurred if a company's key data changes.
The most important cases in which an update is required are: changes to the company name, business purpose, registered office, legal form, shareholders, managing directors/board members, share capital, company liquidation and the opening of insolvency proceedings.
3. Transparency Register
The entry in the transparency register must be updated immediately after becoming aware of any material changes to the beneficial owners of a company.
The most important cases in which an update is required are change of the beneficial owner, his personal data, type and scope of the beneficial interest, company structure.
4. Charity Register
The responsible tax office automatically notifies the BZSt of the data that must be entered in accordance with Section 60a (2) AO, including in the event of any changes. These are changes to the relevant data, the purpose of the donation, recognition of charitable status and termination of the activity. Although the organizations do not have to take action themselves in order to be included in the register, it is recommended that they check their registered data for accuracy and up-to-dateness after publication.
For foreign nonprofit organizations from other EU or EEA countries, entry in the register of recipients of donations is made upon application in accordance with Section 5 (1) no. 47 b of the German Financial Administration Act (FVG).
5. Lobby Register
The entry in the lobby register must be updated immediately if material information about the lobby changes.
The most important cases in which an update is required are change in the registered details, the person responsible, the field of activity of the lobbying organization, the financial details and the end of lobbying activities.
6. Register of Foundations
The entry in the register of foundations must be updated immediately if significant information about the foundation changes.
The most important cases in which an update is required are all changes to the board of directors, special representatives, foundation capital, name or registered office, an amendment to the articles of association and the addition or merger of foundations. Any dissolution of a foundation and the completion of liquidation also require registration.
What are the consequences of an incorrect or missing entry?
NPOs face various consequences in the event of compliance violations of registration obligations.
1. Violations of registration obligations in the register of associations
Violations of the obligations to register or update the register of associations can result in various sanctions, for example, penalty payments of several hundred euros and personal liability of the management board for compensation for the damage caused by the failure to do so.
2. Breaches of registration obligations in the commercial register
Breaches of registration obligations in the commercial register include omitted, incorrect, incomplete and late entries.
The registry court can impose fines of up to EUR 5,000 to enforce correct and timely entry (Section 14 HGB).
In more serious cases, higher fines can be imposed: up to EUR 100,000 for negligent violations, up to EUR 150,000 for intentional violations and even up to EUR 500,000 in particularly serious cases.
3. Breaches of transparency register obligations
Breaches of the obligations to register or update the transparency register can result in significant sanctions. These sanctions are regulated in particular by the Money Laundering Act (GwG).
The most important consequences are: a fine of up to EUR 150,000 for intentional violations and a fine of up to EUR 100,000 if, for example, the beneficial owners of the corporation concerned are not reported to the transparency register on time or in full or if this data is not kept up to date. The management of a company can be held personally liable if it intentionally or negligently breaches its obligations in connection with the transparency register. This can be particularly relevant if the failure to do so results in damage.
4. Breaches of reporting obligations to the charity register
Nonprofit organizations are not required to actively register or report in the charity register.
5. Violations of obligations to register in the lobby register
Violations of the obligations to register or update the lobby register can result in various sanctions. These sanctions are regulated by the Lobby Register Act (LobbyRG).
Fines may be imposed for violations of the obligations to register or update the lobby register. The amount of the fines can be up to EUR 50,000 depending on the severity of the violation. These fines can be imposed if an entry is not made in the lobby register at all, false or incomplete information is provided and changes are not reported immediately.
6. Violations of registration obligations in the register of foundations
Violation of the registration obligation is subject to a fine of up to EUR 1,000.
Our consulting services for entry in the registers
Our experienced NPO consultants support you with all relevant register entries. Among other things, we take care of the following for you
- Identification of the relevant register entries
- Tax, nonprofit and register law review of the applications as well as initial and amendment entries
- Responsible takeover of the applications as well as initial and amendment entries for you, e.g. in the transparency register, register of associations, etc.
- Advice on amendments to the articles of association prior to entry and disclosure in the foundation register
Your advisors for register entries in Germany
Our experienced consultants will be happy to assist you with any questions you may have about register entries for associations, foundations and other nonprofit organizations. Feel free to contact us by e-mail (info@winheller.com) or by phone (+49 69 76 75 77 85 24).
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