On February 20, 2019, the Finance Committee presented its recommendation for approval and report on the draft legislation for the Brexit Tax Accompaniment Law. The draft includes, among other things, an amendment to § 12 of the Corporation Tax Act. A new paragraph 4 is to be added, which reads as follows:

"(4) A corporation with unlimited tax liability located in the United Kingdom of Great Britain and Northern Ireland shall continue to have the business assets attributed to it that were attributed to it before the withdrawal from the European Union."

According to the literal wording of this provision, this would be limited to limited liability companies that were established before Brexit. However, the explanation to the amendment explicitly references the supreme court jurisprudence of the Federal Finance Court on the type comparison for companies from third countries (judgments of June 23, 1992, BStBl II p. 972, and of September 8, 2010, BStBl II 2013 p. 186), suggesting that this regulation might be interpreted broadly and that the last half-sentence of § 12 para. 4 KStG should be understood as clarifying that Brexit itself is not a triggering event.

On 02/19/2019, long overdue regulations and clarifications regarding the Limited company in Germany were introduced in the form of amendments into the ongoing legislative process for the Brexit Tax Accompaniment Act. The corresponding implementation seems very likely. The Brexit Tax Accompaniment Act would (if the amendments are implemented as proposed) ensure that harsh tax consequences resulting from Brexit are mitigated. For example, it is proposed in the Corporate Income Tax Act to introduce a new § 12 paragraph 4. This would continuously attribute the business assets to the corporate tax entity Limited, clarifying that Brexit alone does not trigger the disclosure and taxation of hidden reserves. Furthermore, a clarification is proposed in the Real Estate Transfer Tax Act. According to this, the Brexit does not trigger real estate transfer tax either, if the Ltd owns real estate.

The Transparency Register is here and poses significant new challenges for companies, foundations, associations, and other organizations.  

Since October 1, 2017, the data of the beneficial owners must be collected, stored, kept up-to-date, and reported to the Transparency Register completely and correctly, with the simultaneous threat of fines up to EUR 100,000 .

The following are some of the main tasks to be completed: 

• - Compliant data collection
  - Submission to the Transparency Register
  - Ongoing storage
  - Constant updating 

It is important to note that it is not sufficient to report the data only once. The data must be stored correctly and completely and kept constantly up-to-date to avoid fines. This means that even if there is an exemption from reporting to the register, companies and other organizations must collect, store, and update the relevant data.

Paragraph 1: Legal entities under private law and registered partnerships are required to obtain, retain, keep up-to-date, and immediately report for entry into the transparency register the information on the beneficial owners of these associations as listed in § 19 Paragraph 1 . The report must be made electronically in a format that facilitates electronic access. For the information on the nature and extent of the economic interest under § 19 Paragraph 1 Number 4, it must be indicated what results in the status as a beneficial owner according to § 19 Paragraph 3, unless Paragraph 2 Sentence 2 applies.

Paragraph 2: The obligation to report to the transparency register as per Paragraph 1 Sentence 1 is considered fulfilled if the information on the beneficial owner listed under § 19 Paragraph 1 is already available from the documents and entries listed in § 22 Paragraph 1, which are electronically accessible from:

1. the Commercial Register (§ 8 of the Commercial Code),
2. the Partnership Register (§ 5 of the Partnership Society Act),
3. the Cooperative Register (§ 10 of the Cooperative Society Act),
4. the Association Register (§ 55 of the Civil Code) or
5. the Company Register (§ 8b Paragraph 2 of the Commercial Code).

For companies listed on an organized market according to § 2 Paragraph 5 of the Securities Trading Act or subject to transparency requirements equivalent to Community law regarding voting rights or equivalent international standards, the obligation to report to the transparency register is always considered fulfilled. A separate statement regarding the nature and extent of the economic interest under § 19 Paragraph 1 Number 4 is not required if it can be determined from the documents and entries listed in § 22 Paragraph 1 what results in the status as a beneficial owner according to § 19 Paragraph 3. If a report to the transparency register has been made according to Paragraph 1 Sentence 1 and thereafter the beneficial owner changes in such a way that the information about them now results from the registers listed in Sentence 1, this must be reported immediately to the register-leading body for consideration in the transparency register as per Paragraph 1 Sentence 1.

Paragraph 3: Shareholders who are beneficial owners or are directly controlled by the beneficial owner are required to immediately report to the associations according to Paragraph 1 the information necessary to fulfill the duties stated in Paragraph 1 and any changes to this information . If a member of an association or cooperative controls more than 25 percent of the voting rights, they are obligated according to Sentence 1. For foundations, the obligation applies to the persons under § 3 Paragraph 3. The same applies to those obliged to provide information under Sentences 2 and 3 who are under the direct control of a beneficial owner. If those obliged to provide information under Sentences 1 to 3 are under indirect control

Paragraph 1: Information on the beneficial owner in relation to associations under § 20 Paragraph 1 Sentence 1 and legal arrangements under § 21 are accessible in the Transparency Register according to § 23, including: 

1. First and last name,
2. Date of birth,
3. Place of residence, and
4. Nature and extent of the economic interest.

Paragraph 2: For determining the beneficial owner of associations as per § 20 Paragraph 1 Sentence 1, excluding legal foundations, § 3 Paragraph 1 and 2 apply accordingly. For determining the beneficial owner of legal arrangements under § 21 and legal foundations, § 3 Paragraph 1 and 3 apply accordingly.

Paragraph 3: The details on the nature and extent of the economic interest as mentioned in Paragraph 1 Number 4, indicate the basis of the position as a beneficial owner, specifically:

1. In the case of associations under § 20 Paragraph 1 Sentence 1, excluding legal foundations, from: 

a) Participation in the association itself, especially the amount of capital shares or voting rights,
b) Exercising control in any other way, especially based on agreements between a third party and a shareholder or among multiple shareholders, or based on a third party's authority to appoint statutory representatives or other board members, or
c) The role of the statutory representative, managing partner, or partner, 

2. In the case of legal arrangements under § 21 and legal foundations, from any of the roles listed in § 3 Paragraph 3.