Germany: MiKaDiv readiness and processing of Shareholder Identification Disclosure requests
Reference
As part of the German withholding tax modernisation framework (MiKaDiv), Section 45b(9) of the German Income Tax Act (EStG) introduces new reporting obligations for issuers of German securities, effective as of
1 January 2027.
Background
To fulfil these obligations, issuers may use information already available to them, including shareholder information maintained in issuer share registers, where applicable. Where the required information is not otherwise available, issuers and their appointed agents may make use of the existing Shareholder Identification process established under the Shareholder Rights Directive II (SRD II) to obtain shareholder information through the custody chain.
The information collected may subsequently be reported by issuers to the German Federal Central Tax Office (Bundeszentralamt für Steuern, BZSt) as part of the MiKaDiv reporting framework. As a consequence, Clearstream expects that some issuers and their appointed agents may make increased use of SRD II Shareholder Identification Disclosure (SID) requests. Clients should therefore ensure their operational readiness to receive, process and respond to such requests.
Impact on clients
Clients are reminded that Shareholder Identification Disclosure requests received through the SRD II framework constitute requests for information that must be processed and responded to in accordance with applicable legal and market requirements.
To facilitate automated straight-through processing, clients should maintain the capability to receive and process:
- seev.045 Shareholder Identification Disclosure Request messages
- seev.046 Shareholder Identification Disclosure Response messages
Clients that do not support ISO 20022 disclosure messaging may alternatively retrieve and process disclosure requests manually via the Xact Web Portal.
Important clarification regarding responsibilities
Clearstream will distribute and process Shareholder Identification Disclosure requests in accordance with applicable legal and market requirements and will disclose information available at its level. However, Clearstream does not act as an agent of the issuer for the collection of shareholder information from other intermediaries in the custody chain. Responsibility for obtaining shareholder disclosure information from intermediaries ultimately rests with the issuer and its appointed agents.
Accordingly, Clearstream is unable to provide guidance regarding any legal, tax or regulatory consequences arising from incomplete, late or missing disclosure responses by intermediaries. Clients seeking clarification on such matters should contact the relevant issuer or its appointed agent directly.
Client action
In view of the expected increase in disclosure request volumes, Clearstream reminds clients to review their operational readiness and ensure that appropriate processes are in place for the timely handling of Shareholder Identification Disclosure requests.
Clients should:
- Ensure that ISO 20022 seev.045 and seev.046 messaging is implemented and operational; or
- Ensure that appropriate procedures are in place to regularly monitor and manually process requests via the Xact Web Portal.
Timely processing of disclosure requests and submission of responses through seev.047 and seev.048 messages will support efficient end-to-end processing and help avoid operational bottlenecks as MiKaDiv reporting requirements become effective.
Further information
For further information, clients may contact Clearstream Client Services or their Relationship Officer.
-----------------
1. Clearstream refers collectively to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B-9248, and Clearstream Europe AG, registered office at Mergenthalerallee 61, 65760 Eschborn, Germany and registered in Register B of the Amtsgericht Frankfurt am Main, Germany under number HRB 7500. Clearstream Banking S.A. is registered as an Australian CS (Overseas) Facility, under subsection 824B(2) of the Corporations Act 2001, with registration number ARBN 675 244 783.