Property Sale in Berlin via GmbH or GbR: Transparency Register Entry is Mandatory

Are you planning to sell a property in Berlin through a GmbH, GbR or eGbR? Then there’s one essential legal requirement you need to know: Without an entry in the Transparency Register, the notary is not allowed to certify the sales contract. This rule applies to both buyers and sellers. Especially in Berlin, where many properties are held by companies or private partnerships, missing registration is one of the most common causes for delays—or failed sales.

In this article, we explain what you as a property owner need to know to ensure a legally compliant sale—and why you should take care of this requirement early.

What is the Transparency Register?

The Transparency Register is a central database that records the beneficial owners of legal entities and partnerships. A beneficial owner is typically a natural person who holds more than 25% of the shares or voting rights or otherwise exercises control over the company.

Since 2021, the register has been a full register in Germany. This means all entities—including GmbHs, GbRs, eGbRs and foreign companies—must proactively report their beneficial owners.

Notarial Ban: No Purchase or Sale Without Registration

As of August 1, 2021—and more strictly enforced since January 1, 2022—the notarization ban under § 20 of the German Anti-Money Laundering Act (GwG) applies:

• Sales and purchases are blocked:
  If you’re selling or buying real estate in Berlin through a company (such as a GmbH, GbR, eGbR or foreign entity), a valid registration in the Transparency Register is mandatory. Without it, the notary is legally prohibited from certifying the purchase or sales agreement.

Consequences:
Without registration, notarial certification, land registry changes, mortgages or charges on the property are not possible. An unregistered entity can block the entire transaction.

Which Legal Forms Are Affected?GbR ?GmbH ...

The notarization ban applies to all Berlin property transactions involving legal entities:

• GmbH, UG, AG
• GbR and registered GbR (eGbR):
  Often used by heirs, spouses or small investor groups. As soon as a GbR appears in the land register, it becomes subject to registration.
• Foreign companies:
  Any foreign company owning or intending to sell property in Germany must also register in the Transparency Register.

Important:
Whether you’re buying or selling—the Transparency Register entry is a legal requirement. Without it, the transaction cannot legally proceed.

How to Avoid Delays in Company-Based Real Estate Sales?

If your Berlin property is held by a company, follow these steps to avoid complications:

1. Check registration:
   Is your entity (GmbH, GbR, eGbR or foreign company) already listed in the register?
2. Register in time:
   If not, complete the process before the notary appointment. Registration can take 2–6 weeks.
3. Keep data updated:
   Any changes in shareholders or beneficial owners must be reported immediately.

Seek legal advice:
For complex ownership structures, consult a notary or legal advisor.

FAQ – Frequently Asked Questions from Property Owners

1. Does the obligation apply to GbRs too?
   Yes. As soon as a GbR owns or sells property in Germany, it must register.
2. What is an eGbR?
   Since 2024, GbRs can be entered in the company register. A registered GbR (eGbR) is automatically subject to registration.
3. Can a notary proceed without a valid entry?
   No. The notary is legally required to refuse notarization if no entry exists.
4. How long does registration take?
   Usually 2–6 weeks, but longer for complex structures.
5. Can I register myself?
   Technically yes—via the German Federal Gazette’s portal. In practice, professional assistance is recommended.

Conclusion: No Registration, No Sale or Purchase

Whether GmbH, GbR, eGbR or a foreign entity—registration is mandatory for any real estate transaction in Berlin involving a company. Without proof of entry, notaries cannot act. Make sure this requirement is addressed early to avoid last-minute delays.

Get Berlin Property Expert Advice

ADEN Immobilien specializes in the sale of residential properties in Berlin—even with complex company structures like GmbH, GbR or eGbR. We check your status in the Transparency Register and support you throughout the entire sales process.

Contact us today:
📧 contact@aden-immo.com
📞 +49 30 61675115
🌐 www.aden-immo.com

For more information you can see also “Checklist for selling your home”