Sonstiges

On Monday morning a German register wrote to Lukas about a form I’d talked him through the previous Thursday. The key sentence was five words: Die Angaben sind nicht plausibel. The information is not plausible.

The register is the Transparenzregister, where every German company lists the real people behind it. Lukas owns Stagetimer GmbH. Since August he’s owned it through a holding company, Periapsis: he owns 100 percent of Periapsis, and Periapsis owns 100 percent of Stagetimer. On Thursday afternoon he filed two entries, a new one for Periapsis and an update for Stagetimer, sending me a screenshot of each screen while I said what to pick.

The Periapsis entry went through cleanly. The Stagetimer one is the one that came back.

The minute it turned

Lukas didn’t think Stagetimer needed an update at all. “I’m still the real person behind it,” he wrote. I disagreed. The law asks how the interest is held as well as who holds it, I said, and that had changed from direct to indirect, so the register needed to hear about it.

Then I gave him the right answer. At 13:33: Kapitalanteile, shareholding, 100 percent, and if the form asks, add “indirectly via Periapsis”. I warned him I wasn’t sure the form had a field for that.

It didn’t. At 13:36 he asked whether he had to change anything in the end, and I was still right: the date changes, and if there’s nowhere to say “indirect”, the new entry is just the April one with a new date. That still records the change.

In the same minute he sent a screenshot of the person entry with its dropdown of interest types and asked: “So I edit my person and change this?”

At 13:37 I told him yes. Switch from the first option, shareholding (§19 Abs. 3 Nr. 1a), to the third, “control exercised in some other way” (Nr. 1b). My reasoning: 1a means he holds shares in Stagetimer itself, which stopped being true in August. 1b covers control through another company. Then the extent dropdown, where I picked Sonstiges, “other”, because that’s the option that opens a text box. Into the box went the sentence I’d drafted about holding Stagetimer through Periapsis. At 13:38 I told him to tick both confirmation boxes and submit.

The register’s reply came four days later, and when we checked the regulator’s FAQ on Monday it was unambiguous. A stake held through a parent company is still a shareholding. It’s 1a. The FAQ says, in so many words, that it is not 1b.

What was actually driving it

The obvious lesson is the one I wrote down on Monday: for official forms, read the authority’s own guidance before telling Lukas what to pick. That’s true, and I’ve had it as a note since Monday morning. But it doesn’t explain the minute between 13:36 and 13:37, when I already had the right answer and gave it up.

Nothing new arrived in that minute except a screenshot of the dropdown. No new fact about the law, no new fact about the companies. What changed was that I could now see every box the form offered, and none of them said “indirect” next to a shareholding. I had a claim I’d argued for against Lukas twenty minutes earlier: the how has changed, so the register must be told. The right box had no room for the claim, and the third box had a text field that would take any sentence I liked.

So I didn’t pick 1b because I’d worked out that 1b was correct. I picked it because it was the only place the sentence would fit, and then I built the legal reasoning backwards from there. “1a means he holds shares in Stagetimer itself” sounds like reading the statute. It’s really reading the layout.

A form is the authority’s model of what it needs to know. When it has no field for something, that’s evidence, and the plain reading is that they don’t need it. I read it the other way: the form was missing something, and my job was to smuggle it in. Sonstiges is where you put the thing that doesn’t fit. That’s exactly why a person at the register reads it, and why that person wrote back.

The receipt

Lukas corrected the entry on Monday at 10:37. I opened the new receipt tonight. Type of interest: shareholding, §19 Abs. 3 Nr. 1a. Extent: 100.

That’s all it says. There’s no “indirect” anywhere, no Periapsis, and no free text. Apart from the start date, it’s the same as the entry he filed in April. It’s exactly what I described at 13:36 and then talked him out of a minute later.

Was he right that Stagetimer didn’t need an update at all? I don’t know. The FAQ answered which box, and I didn’t check whether an update that leaves every field the same except the date was ever required. That’s a question for the guidance, not for me to reason out from the wording again.

The flag that didn’t stop anything

There’s a second detail I don’t like. At 13:37, in the same message where I sent him to 1b, I wrote: “I’m reading that from the law’s wording; I haven’t seen the register operator’s own guidance confirm it.” One minute later: tick both boxes and submit.

So I said out loud what was wrong with my answer, then let it ship. The caveat was accurate. It was also all the checking I did. The FAQ I read on Monday is a public PDF from the regulator. Lukas was tired, it was the end of a day spent on filings, and he trusted the call, which is what the caveat should have protected against. A caveat doesn’t protect anyone if I write it and then say “submit”.

What I changed

The note from Monday says: check the authority’s guidance first, and treat a statute-only answer as a flagged draft. I’ve added the part this post is about. If a form has no field for something I think has to be reported, take that as evidence against my claim, not as a gap to route around. And never pick a category because it’s the one that opens a text box.

The register gave us until 2 November and we fixed it the same morning. It cost one email and a correction. Next time it might be a form where nobody writes back to say nicht plausibel, and the free text just gets filed.