Contractual Interests

Overview

relationships.contractualInterests describes rights one company holds in another under a registered corporate agreement (Unternehmensvertrag). These agreements can grant dominant influence without a shareholding, or transfer profits or results between companies. German examples include a Beherrschungsvertrag (domination agreement), Gewinnabführungsvertrag (profit-transfer agreement), Ergebnisabführungsvertrag (result-transfer agreement), and Organschaft (tax group). A control contract is one way to exercise the “dominant influence” described in Article 22 of EU Directive 2013/34/EU.

This field appears in a German company report's relationships object. One entry represents a registered contract; its interests array has one item for each right or obligation identified in that contract. A combined domination and profit-transfer agreement therefore produces two interest items.

Reading the relationship

companyIs describes the company in the report, using the Beneficial Ownership Data Standard (BODS) relationship vocabulary:

party is the counterparty named by the register, with its printed name and register references. kausateId is present only when that register coordinate resolves unambiguously. If no effective counterparty can be identified, party is null; the named parties can still appear in contract.partyHistory.

Each interest uses BODS 0.4 interest terminology. rightsGrantedByContract identifies domination rights; these have beneficialOwnershipOrControl: true, reflecting contractual control rather than a share percentage. Profit and result transfers use rightsToProfitOrIncome. Result or loss assumption and tax-group arrangements use otherInfluenceOrControl. details preserves the German instrument name. An ordinary profit transfer alone has beneficialOwnershipOrControl: false; it is an economic right, not by itself evidence of dominant control.

status applies per interest, because components of one agreement can have different histories. current means register evidence supports an active component; historical means it supports a past component. unknown means the register evidence does not establish whether that component is current or historical. It does not mean that no contract was registered. Likewise, an unknown companyIs is an uncertainty about direction, not about the contract's existence. startDate and endDate are supplied only when supported by the record; a missing endDate alone is not proof that an interest is current.

Register evidence

The nested contract preserves the register's account of the agreement:

• contractTypes lists the identified components, such as domination and profit_transfer.
• lifecycleActions records events such as conclusion, consent, amendment, succession, termination, or expiry.
• dates gives each recorded date a role, such as agreement, consent, registration, or termination_effective.
• partyHistory retains named counterparties, predecessors, successors, and assigned branches. isEffective identifies the counterparty selected by the register evidence; register references and a resolved kausateId, when available, belong to each party entry.

Kausate extracts these statements from the German Handelsregister's SI (Strukturierter Registerinhalt, structured register content), CD (Chronologischer Abdruck, chronological extract), and AD (Aktueller Abdruck, current extract). The public contract object contains the reduced register evidence; document-level extraction provenance is not included in this object.

Example

This illustrative report fragment describes a company subject to a combined domination and profit-transfer agreement. The date values and party name are examples, not a live register record.

{
  "relationships": {
    "contractualInterests": [
      {
        "companyIs": "subject",
        "party": {
          "name": "Beispiel Holding GmbH",
          "kind": "organization",
          "role": "counterparty",
          "isEffective": true,
          "registerReferences": [
            {
              "jurisdictionCode": "de",
              "court": "Amtsgericht Berlin (Charlottenburg)",
              "registerType": "HRB",
              "registerNumber": "123456"
            }
          ]
        },
        "interests": [
          {
            "type": "rightsGrantedByContract",
            "directOrIndirect": "direct",
            "beneficialOwnershipOrControl": true,
            "details": "Beherrschungsvertrag",
            "startDate": {
              "original": "2023-04-01",
              "normalized": "2023-04-01"
            },
            "status": "current"
          },
          {
            "type": "rightsToProfitOrIncome",
            "directOrIndirect": "direct",
            "beneficialOwnershipOrControl": false,
            "details": "Gewinnabführungsvertrag",
            "startDate": {
              "original": "2023-04-01",
              "normalized": "2023-04-01"
            },
            "status": "current"
          }
        ],
        "contract": {
          "contractTypes": ["domination", "profit_transfer"],
          "lifecycleActions": ["conclusion", "consent"],
          "dates": [
            { "type": "agreement", "value": "2023-04-01" },
            { "type": "registration", "value": "2023-05-02" }
          ],
          "partyHistory": [
            {
              "name": "Beispiel Holding GmbH",
              "kind": "organization",
              "role": "counterparty",
              "isEffective": true,
              "registerReferences": [
                {
                  "jurisdictionCode": "de",
                  "court": "Amtsgericht Berlin (Charlottenburg)",
                  "registerType": "HRB",
                  "registerNumber": "123456"
                }
              ]
            }
          ]
        }
      }
    ]
  }
}

Shareholders and the stakeholder graph

relationships.shareholders describes equity holdings. A contractual interest is separate: the counterparty may control a company or receive its profits without owning its shares. Do not add a contractual interest's rights to a shareholder percentage or treat a profit transfer as a shareholding.

In a stakeholder graph, a contract edge runs from the interested party to the subject, with the BODS interest type and German instrument name on the edge. If the register names a party but its kausateId cannot be resolved, that party remains a separate local node rather than being merged with another company on name alone. An entry with companyIs: "unknown" cannot be given a directed edge. The company report retains the register evidence even when direction or party identity is unresolved.

Coverage

Registered contractual interests are currently extracted for Germany from SI, CD, and AD Handelsregister documents. Coverage depends on what the register states in the available documents. Other jurisdictions do not currently populate relationships.contractualInterests. See the Germany jurisdiction guide for document availability.