The Transparency Register: New Requirement to Identify Beneficial Owners

As of 1 October 2026, Swiss companies limited by shares, limited liability companies and cooperatives will become subject to a new, standalone compliance obligation. The Federal Council has brought the Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners, together with its implementing ordinance, into force with effect from 1 October 2026. The centrepiece is a national, non-public Transparency Register maintained by the Federal Office of Justice, giving the competent authorities rapid access to information on beneficial owners. In doing so, the legislator is responding to international pressure to combat money laundering and terrorist financing, while creating an autonomous regime independent of the existing Anti-Money Laundering Act (AMLA). Action is required already now, not only in autumn 2026, since identifying beneficial owners and building the necessary internal documentation takes time in more complex structures.

Who is affected?

The Act applies in particular to companies limited by shares, limited liability companies, cooperatives, companies for collective investment schemes, and trustees domiciled in Switzerland, unless they are already subject to the AMLA. Foreign legal entities fall within its scope if they maintain a branch in Switzerland, are actually managed from Switzerland, or hold or acquire Swiss real estate under the Lex Koller.

Associations, foundations and listed companies (including subsidiaries more than 75% owned by them) are not subject to the Act, nor are pension institutions and legal entities at least 75% owned by a public authority. For corporate groups comprising several entities, the scope of application must be assessed separately for each entity, as a subsidiary may be independently subject to the Act despite belonging to a group, if it does not fall under the exemption for subsidiaries of listed parent companies.

Identification of beneficial owners

The central obligation is the proactive identification of beneficial owners: any natural person who, directly or indirectly, alone or jointly with third parties, controls a company through at least 25% of the capital or voting rights, or by other means such as the right to appoint the majority of the governing body, veto rights, or influence over profit distributions. The ordinance names, among other things, shareholders’ agreements, options, debt instruments and fiduciary arrangements as instruments of control. If no natural person meets these criteria, the most senior member of the executive governing body is deemed, on a subsidiary basis, to be the beneficial owner. In practice, this fallback rule is expected to apply mainly where shareholdings are widely dispersed or, in publicly held companies, where no shareholder has a dominant stake.

What must be documented is the nature and extent of control (alone or jointly, direct or indirect), as well as the relevant ownership band of 25 to 50%, more than 50 to 75%, or more than 75%. Where the control chain includes at least two intermediary entities, or runs through a trust, additional information on the chain must be obtained, based on supporting documents and a risk-based due diligence review. In particular for multi-tier group or trust structures, this due diligence obligation requires that every level of the control chain be traced without gaps and substantiated with documents such as share registers, trust deeds or articles of association. Anyone unable to fully resolve the chain must document this, together with the reasons, before relying on the fallback rule.

Documentation, notification and deadlines

The information must be kept accessible in Switzerland at all times, and retained for ten years from the point at which a person ceases to be a beneficial owner. An internal register modelled on the share register, supplemented with the ownership bracket, type of control and chain of control, is advisable.

The identity of the beneficial owner must be reported to the transparency register, within one month of registration in the commercial register or of becoming subject to the TJPG, and, in the case of subsequent changes, within one month of becoming aware of them. If identification is not achieved to a satisfactory standard, all available information must be submitted, including the name of the most senior member of the management body. For certain GmbHs and single-shareholder stock corporations, a simplified procedure via the cantonal commercial registry office applies, provided all beneficial owners are already entered there.

The initial report is also subject to a staggered transitional deadline, no later than 1 April 2027 depending on the type of company and its audit obligations, or 1 October 2028 where all beneficial owners are already entered in the commercial register. Existing registers of beneficial owners must be retained until 1 October 2036, and the underlying supporting documents, as under current law, for ten years after the person is removed from the register.

Responsibility for reporting lies with the most senior member of the management body. Operational data capture and maintenance may be delegated internally; responsibility for the completeness and timeliness of the report, however, remains with the management body and cannot be delegated away.

Conclusion and recommendations

With this new Act and its implementing ordinance, many Swiss capital companies will, from 1 October 2026, become subject to a standalone compliance obligation independent of the AMLA. Boards of directors and management should review their ownership structures now, particularly where multi-tier group or trust structures make beneficial ownership less than immediately apparent, and should keep the one-month notification deadline in mind to avoid late or incomplete filings with the register maintained by the Federal Office of Justice. Companies that build an internal register and document their control chains at an early stage will avoid time pressure in autumn 2026 and remain readily able to provide information for later changes to their ownership structure, for example in connection with transactions or restructurings.