AMLA Hub

• From 10 July 2027, industrial holding companies that do not hold investments in the financial sector and have at least one subsidiary in the non-financial sector that is an obliged entity will be classified as non-financial mixed holding companies under the EU Anti-Money Laundering Regulation (AMLR) (Article 2 (1) Nr. 13 AMLR). This definition also includes previously exempted pure industrial holdings, if they have a subsidiary that is an obliged entity.

• Once such a holding company controls at least one obliged subsidiary in the non-financial sector, group-wide obligations apply to them under Article 16 AMLR. Even a single obliged subsidiary is sufficient to subject the holding company and, consequently, the entire corporate group to groupwide anti-money laundering requirements. These obligations include conducting a group-wide risk analysis, implementing group-wide strategies, procedures and controls, as well as establishing a compliance function at group level.

• The definition of a parent undertaking in Article 2 (1) Nr. 42 AMLR requires that at least one subsidiary is classified as an obliged entity. A parent company that does not hold an interest in an obliged company is therefore not considered a parent undertaking under AMLR, regardless of how many subsidiaries it controls.

• Yes, one single subsidiary that qualifies as an obliged entity under AMLR is sufficient to establish a non-financial mixed holding company under AMLR and to trigger group-wide obligations.

• According to Article 2 (1) Nr. 13 AMLR, a non-financial mixed holding company is an undertake that does not hold investments in the financial sector and has at least one obliged subsidiary in the nonfinancial sector. The definition of a parent undertaking under Article 2 (1) Nr. 42 AMLR only requires that at least one subsidiary is classified as an obliged entity.

• AMLR’s wording confirms that a single obliged subsidiary is enough to subject the holding company – and thereby the entire group – to the anti-money laundering obligations of AMLR. There is no required minimum number of obliged subsidiaries.

The AMLR sets a fixed threshold of 'at least 25%' for determining the beneficial owner. An actual shareholding of 24.991 % does not meet this threshold, even if it is rounded-up to 25.00 % in the Transparency Register. Such rounding-up in the Transparency Register cannot effectively lower the threshold established by the AMLR. The AMLR sets clear criteria that cannot be altered by rules applicable to the Transparency Register.

On the parallel application of ownership and control criteria:

• A natural person may qualify as a beneficial owner if they either (1) hold at least 25 % of the capital shares or voting rights (Article 52 AMLR), or (2) exercise control in a comparable manner (Article 53 AMLR). These criteria are independent and must be applied in parallel.
• In case of a person such as “Person 3” in the given example, beneficial ownership can be established through an indirect shareholding under Article 52 AMLR and, additionally, through control under Article 53 AMLR. Control may result from dominant influence, veto rights, pooling agreements, or other comparable arrangements.
• If a “dual status” exists, both justifications for qualifying as a beneficial owner should be documented, as the procedures for determining beneficial ownership based on ownership and control are independent and not interchangeable (see Recital 106 of the AMLR). According to the FAQ of the Transparency Register, it is sufficient to state one reason, however, from a compliance perspective, it is recommended to document both paths in full.

Aggregation of direct and indirect shareholdings:

• If capital or voting rights are held both directly and indirectly, they must be aggregated. For indirect holdings, the shareholdings are multiplied along the ownership chain. If a natural person holds interests in multiple intermediate entities, the results of the multiplications are added up together.
• Note: Thresholds and parallel application of ownership and control criteria are explicitly regulated in the new AMLR. For certain high-risk sectors, the European Commission may lower the threshold to 15 % in the future.

• The verification and identification of beneficial owners have been significantly tightened by the AMLR. Obliged entities must verify the identity of the customer and the beneficial owner using multiple reliable and independent sources. Official registers, such as the Transparency Register, should be used but may not serve as an only source (Article 22 (7) AMLR).

• In Germany, access to the Transparency Register is generally possible, however, comes with technical and administrative hurdles, especially for foreign applicants or undertakings. However, this is expected to change under the AMLR, as EU-wide interconnection of registers is envisaged. It is uncertain when and how specific legislative changes will be implemented in Germany to simplify access.

• Banks may only share information about beneficial owners with the explicit consent of the individuals concerned; banking secrecy still exists unless a legal exception applies (e.g., criminal proceedings, suspicious activity reports).

• For identification purposes, a valid identification document of the beneficial owner will be required in the future. If a person refuses to present such a document and their identity cannot be verified otherwise, no business relationship may be established or continued. In such cases, a suspicious activity report may need to be considered (Article 21 (1) AMLR).

• The AMLR, like the current German Money Laundering Act (Geldwäschegesetz; GwG), allows for the identification of an obliged entity to be carried out by “another obliged entity” (Articles 48 et seq. AMLR and Section 17 (1) GwG). Accordingly, a notary (as “another obliged entity”) may perform the identification, provided the further requirements under Articles 48 et seq. AMLR (or Section 17 GwG) are met. One of the conditions for relying on another obliged entity is that the primary obliged entity must take all necessary steps to ensure that the obliged entity being relied upon can, upon request, provide copies of the information obtained for customer identification, as well as all documents or reliable sources used to verify the identity of the customer and, where applicable, the beneficial owner or the persons on whose behalf the customer is acting. It is also important to note that the ultimate responsibility for fulfilling customer due diligence remains with the obliged entity that relies on another obliged entity (Article 49 (1) AMLR, Section 17 (3) GwG).

• Note: The AMLR does not impose an obligation on banks to disclose data in violation of banking secrecy, except in legally regulated exceptional cases.

• The Video-Ident procedure has been an established method for digital customer identification in Germany for years, particularly in the financial sector. Until now, its use has been based on a circular issued by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin) in 2017, which, however, only applied to entities supervised by BaFin.

• In April 2024, the German Federal Ministry of Finance presented a draft regulation for the Money Laundering Video Identification Regulation (GwVideoIdentV). This draft aimed to legally Video-Ident, open it to all obliged entities under the GwG – including those in the non-financial sector – and allow for partially and fully automated identification procedures. Additionally, it proposed that the use of Germany’s online ID function (eID) must be offered as an alternative method whenever Video-Ident is used.

• However, the draft regulation was not adopted. Due to the new legislative period, it remains unclear whether and when the draft will be revisited in its current form. As a result, the Video-ident continues to be permitted based on the BaFin circular, but only for entities supervised by BaFin.

• The AMLR does not contain specific provisions on Video-ident, however, it sets high general standards for the identification of customers and beneficial owners. Starting in 2027, identification is expected to follow uniform EU standards, with a strong emphasis on promoting digital identity solutions. The traditional Video-Ident may remain permissible in principle, provided it meets the required standards of security and reliability.

• Under the new AMLR, the Anti-Money Laundering Authority (AMLA) is granted extensive powers. It can request information, conduct investigations and on-site inspections, and impose significant administrative fines and coercive penalties (up to EUR 2 million or 1 % of annual turnover per violation).

• AMLA will specifically monitor compliance with and implementation of financial sanctions by the institutions it directly supervises. Supervision will be carried out by joint teams composed of AMLA staff and national authorities. For obliged entities that are not directly supervised by AMLA, supervisory responsibility remains with the national authorities. However, AMLA will coordinate cooperation among them and ensure a consistent supervisory culture across Europe.

• Regardless of AMLA’s role, Deutsche Bundesbank remains responsible for supervising compliance with financial sanctions in Germany. AMLA’s role focuses on verifying compliance with obligations as defined in the AMLA Regulation, particularly regarding the establishment of effective internal strategies, procedures, and controls (SCPs) to ensure the enforcement of asset freezes, prohibitions on making funds or economic resources available, and restrictions on business dealings with sanctioned individuals and entities (Articles 17, 19, 27 AMLA Regulation). Additionally, AMLA will support cooperation between national Financial Intelligence Units (FIUs), even though it will not take over their responsibilities.

• According to Article 11 (1) of the AMLR, compliance managers must be a member of the management body in its management function and is responsible for ensuring compliance with the AMLR as well as for establishing appropriate internal strategies, procedures, and controls. The AMLR itself does not specify any concrete qualification requirements for compliance managers. Instead, it focuses solely on the membership in the management body and the responsibility for implementing and ensuring compliance with anti-money laundering obligations.

• The specific set-up of the requirements may vary depending on the industry, company size, and risk profile. The AMLR does not establish uniform, legally binding qualification standards across the EU but rather emphasizes the function and responsibility within the management body. Further clarifications from supervisory authorities may follow in the future.