Requirements for registration of German civil law partnerships in a share register: Rejection of instructions by share register
Clearstream Banking1 has informed clients on 10 April 2024 by publication of RS24019 about amended requirements of German civil law partnerships (Gesellschaften bürgerlichen Rechts, GbRs) as a shareholder in a share register, introduced as a result of the Act to Modernise the German Law on Partnerships (Gesetz zur Modernisierung des Personengesellschaftsrechts (MoPeG).
In accordance with section 67 paragraph 1 sentence 3 of the Aktiengesetz (AktG, German Stock Corporation Act), registration of a GbR in a public register has been a mandatory requirement for registration of the GbR in a share register since 1 January 2024.
Clearstream Banking does not perform any specific validations of the routing of first registrations, transcriptions and updates of shareholder data to audit the entry of a GbR in the public register. Validations of compliance with the new rule are done by the share register manager and may result in rejection of an instruction if:
- The civil law partnership has not been entered into a public register.
- The instruction does not include the name suffix „eGbR“ even though the civil law partnership has been entered into the public register.
- The instruction references to an entry in the share register made before 1 January 2024, such entry having not yet been amended by name change request adding the name suffix „eGbR“ following its entry into the public register.
Reasons of rejection by the share register manager may include remarks such as „name incomplete or wrong“ or „due to MoPeG“.
Impact on clients
If instructions regarding a German civil law partnership (GbR) are rejected by the share register manager even though the above requirements are fulfilled, Clearstream Banking kindly requests clients to contact the respective share register manager directly to clarify any further details.
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1. This announcement is published by Clearstream Banking AG (CBF), registered office at Mergenthalerallee 61, 65760 Eschborn, Germany, registered with the Commercial Register of the District Court in Frankfurt am Main, Germany, under number HRB 7500.