Bitcoin and the Transparency Register: Reporting Duties for Companies

The transparency register shows who is behind a company, not what it owns. A GmbH that holds bitcoin reports its beneficial owners: as a rule every person with more than 25% of the shares or voting rights, otherwise the managing director. How many bitcoin the company has does not go into it. In Germany the Money Laundering Act (GwG) governs this, in Austria the Beneficial Owners Register Act (WiEReG), and in Switzerland, since 1 October 2026, the new Transparency Act (TJPG). Private individuals who hold bitcoin themselves report nothing to these registers.

Whether a bitcoin GmbH makes sense for tax purposes is answered in Bitcoin in a GmbH. How the company books its bitcoin and what of that appears in the published annual accounts is explained in Bitcoin accounting for companies. This article is about whom the company must report, where, and who sees it.

What the transparency register is and what it is not

The transparency register is a tool against money laundering. Anyone can stand behind a GmbH, and owners can be hidden behind layers of companies. The register is meant to show which natural person ultimately owns or controls a company. The legal basis comes from the EU Anti-Money Laundering Directive; Switzerland has its own act.

What the register contains is narrowly defined. In Germany, Section 19 GwG lists five items about the beneficial owner:

1. First and last name
2. Date of birth
3. Place of residence
4. Nature and extent of the economic interest, for example "60% of the capital"
5. All nationalities

No balance sheet, no assets, no accounts. A GmbH with 10 bitcoin and one with 10’000 bitcoin look the same in the register if the same people are behind them. Where a company's bitcoin become publicly visible is a different question: in the annual accounts a German GmbH files with the company register, and for listed companies in their reports. Listed bitcoin treasury companies are, incidentally, largely exempt from the transparency register because stricter voting-rights disclosures apply to them. Their holdings are shown on the treasury companies page.

Who counts as a beneficial owner

In Germany a beneficial owner is any natural person who directly or indirectly holds more than 25% of the capital, controls more than 25% of the voting rights or exercises control in a comparable way (Section 3(2) GwG). Three cases are typical for bitcoin companies:

• Direct stake: You hold 100% of your bitcoin GmbH. You are the beneficial owner.
• Through a holding company: You hold 100% of a holding GmbH that holds 40% of the bitcoin GmbH. You control the holding, so its 40% counts as yours. You are a beneficial owner of the bitcoin GmbH.
• Control without shares: A trustee holds the shares for someone else, or an agreement gives a third party the right to appoint the managing director. Then the person who really decides counts.

If after thorough checks nobody is above the threshold, for example five shareholders with 20% each, the managing director is treated as the notional beneficial owner. The company then reports that person and states that no owner reaches the threshold.

Who holds the keys to the company wallet plays no role. An employee with one of three multisig keys technically controls part of the bitcoin, but not the company. How roles and keys are distributed in a company wallet is described in Bitcoin wallets for companies.

Germany: what a bitcoin GmbH must report

Under Section 20 GwG every legal entity under private law must identify its beneficial owners, keep the details, keep them up to date and notify the transparency register without delay. That applies to the GmbH, the UG, the AG and also to registered partnerships such as the GmbH & Co. KG.

Until July 2021 there was a relief: if everything was already in the shareholder list in the commercial register, the GmbH did not have to report separately. Since 1 August 2021 the transparency register has been a full register. Every GmbH reports itself, including the one-person GmbH whose shareholder is also its managing director. The transition period for GmbHs ended on 30 June 2022.

The register is kept by Bundesanzeiger Verlag, and reports are filed online at transparenzregister.de. A new report is due whenever something changes: a shareholder joins or leaves, shares are moved, someone moves house or acquires another nationality. The shareholders themselves must tell the GmbH about such changes (Section 20(3) GwG).

Failing to report, or reporting wrongly or late, is an administrative offence. Section 56 GwG provides fines of up to €150’000 for intentional breaches and up to €100’000 for reckless ones. The Federal Office of Administration (Bundesverwaltungsamt) is responsible.

Austria: WiEReG and the beneficial owners register

In Austria the Federal Ministry of Finance keeps the register of beneficial owners. It has existed since 2018 under the WiEReG. Reports are filed through the business service portal (USP). The threshold is the same as in Germany: more than 25% of the shares or voting rights, or control by other means.

The most important difference for a small bitcoin GmbH is the exemption under Section 6 WiEReG. If all shareholders are natural persons, the register takes the data automatically from the company register, and the GmbH does not have to report. If a shareholder holds the stake through a holding company or for a trustor, the exemption does not apply.

Exempt does not mean free of duties. Every GmbH must check at least once a year whether the details are still correct. Companies that are not exempt confirm or update their report no later than four weeks after this annual review falls due, even if nothing has changed.

Switzerland: the new transparency register under the TJPG

For a long time Switzerland had no central register. Since 2015 shareholders of an AG or GmbH reaching 25% have only had to report their beneficial owner to the company itself, which keeps an internal list (Art. 697j of the Code of Obligations, for the GmbH Art. 790a). The FATF criticised this repeatedly.

Since 1 October 2026 the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) has applied. The Swiss transparency register at the Federal Office of Justice started operating the same day. AGs, GmbHs and cooperatives, among others, must report; listed companies and subsidiaries more than 75% owned by them are exempt.

The company must identify its beneficial owners, document the details and report them free of charge via EasyGov.swiss. The deadlines:

A typical one-person GmbH whose shareholder is also its managing director and is listed in the commercial register therefore has until autumn 2028, provided it changes nothing in the commercial register before then. If the shareholder holds the stake through a holding company, the beneficial owner is not in the bitcoin GmbH's commercial register entry, and the shorter deadline applies.

Who may see the entries

The German transparency register was originally open to anyone. On 22 November 2022 the Court of Justice of the European Union ruled in joined cases C-37/20 and C-601/20 that unrestricted public access violates the fundamental rights to private life and data protection. Since then, in Germany and Austria:

• Authorities such as the tax administration, the financial intelligence unit, prosecutors and supervisors see everything.
• Obliged entities under anti-money-laundering law such as banks, crypto exchanges, notaries and tax advisers see the entries when they check a customer.
• Others need a legitimate interest, for example journalists or organisations investigating money laundering.

The Swiss register has been non-public from the start: authorities as well as financial intermediaries and advisers have access for their duties under the Anti-Money Laundering Act.

Where you notice the register in practice

The report itself takes a quarter of an hour. You notice the register when the bitcoin GmbH opens an account.

Exchanges and banks check you against the register. An exchange licensed under MiCA or a bank must identify the beneficial owners of a corporate customer and obtain a register extract. If it finds a difference between your details and the register, in Germany it must report this to the register as a discrepancy (Section 23a GwG). An outdated entry therefore delays the account opening and ends up as a report to the register.

The travel rule names the company. When the GmbH withdraws from the exchange to its own wallet, the exchange records the company as sender and recipient, including its LEI if it has one. The owners do not travel with it; they are in the register and in the exchange's customer file.

Inheritance and gifts change the owners. If the children inherit the shares, they become new beneficial owners as soon as they exceed the threshold. Reporting is then the GmbH's job, in practice the managing director's or the executor's. How an executor deals with bitcoin is covered in Bitcoin executor.

What changes from 2027

The EU is reorganising its anti-money-laundering law. From 10 July 2027 Regulation (EU) 2024/1624 (AMLR) applies directly in all member states. It defines the beneficial owner uniformly across the EU, with a threshold of 25% or more instead of "more than 25%". Anyone holding exactly 25% will then have to be reported. The registers themselves and access to them are governed by Directive (EU) 2024/1640, which Germany and Austria transpose into national law. If you hold exactly a quarter, check whether your report needs updating in 2027.