REALWorld Law

Corporate vehicles

Restrictions on foreign investment

Are foreigners allowed to invest by directly purchasing a commercial real estate asset?

Germany

Germany

In general, there are no limits on the acquisition of property by foreign investors over and above those imposed on resident German investors. Where investors are from countries outside the European Union, the German government would be entitled to promote statutory law requiring foreign corporate investors to obtain a public permit to acquire real estate in cases where German companies are subject to similar restrictions in the investor’s country of origin. Currently, however, such law does not exist and we are not aware of any intent to enact it. However, if a legal entity with its statutory seat outside of Germany intends to acquire real estate in Germany, such legal entity needs to register in the German transparency register (Transparenzregister), disclosing its ultimate beneficial owner (UBO) within the meaning of German law. No German real estate transaction can even be signed prior to such registration. The UBO-requirements are very detailed and subject to individual review. Generally, a natural person holding more than 25% of the shares or voting rights or exercising control in a comparable manner in a legal entity or, if another legal entity holds more than 25% of the capital or voting rights of a legal entity (or exercises control in a comparable manner), the natural person who can exercise decisive influence on the ‘parent entity’ is considered a UBO. In case there is no UBO within the meaning of German law, management of the legal entity is considered as fictitious UBO and needs to be registered in the transparency register.

With the EU AML Regulation entering into force on 10 July 2027, the concept of ultimate beneficial owner will change. In the future a natural person is considered a UBO, when it is (directly or indirectly) holding 25% or more of the shares or voting rights or or other ownership interests or is otherwise exercising control in a legal entity. In the case of multi-level participation structures, indirect ownership is calculated by multiplying the shares or voting rights or other ownership interests held by the intermediate companies in the chain in which the beneficial owner holds shares or voting rights and adding the results from these different chains (calculation principle).