New Transparency Register

On 1 October 2026, the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners will enter into force. For the first time, Switzerland is introducing a central, non-public register of beneficial owners – to strengthen the fight against money laundering and terrorist financing. Access to the register is limited to authorities, financial intermediaries and certain advisors acting within the scope of their own due diligence obligations. Virtually every company in Switzerland, as well as numerous foreign legal entities with a nexus to Switzerland, will become subject to new identification, documentation and reporting obligations as a result.

1.   Who is affected?

In particular, companies limited by shares (AG), limited liability companies (GmbH) and cooperatives with their registered office in Switzerland are affected, as are foreign legal entities with a branch, place of effective management, or real estate in Switzerland. Not affected are, in particular, associations, foundations, listed companies, entities held at least 75% by public bodies, as well as pension funds and sole proprietorships.

2.   Who qualifies as a "beneficial owner"?

Any natural person who ultimately controls a company – whether by directly or indirectly holding at least 25% of the capital or voting rights, or by exercising control "in another manner" (e.g., a veto right, or the right to appoint the majority of the board of directors). If no such person exists, the highest-ranking member (or members) of the governing body is instead deemed to be the beneficial owner; in the case of an AG, this is the board of directors. If a beneficial owner does exist but cannot be identified, or their information cannot be verified, the highest-ranking member of the governing body is instead reported as a so-called contact person – acting as a point of contact for the authorities, without itself being treated as a beneficial owner. In multi-tier structures, the entire chain of control must be documented.

3.   Reporting and cooperation obligations

The obligations are allocated across three levels:

• The company must identify its beneficial owners, verify them with appropriate, risk-based diligence, document them, and report them to the register (in principle electronically via EasyGov, the Confederation's online reporting platform, accessible at the following link). Responsibility always remains with the company's highest governing body (i.e., in the case of an AG, the board of directors), even where the implementation is delegated.

• Holders of equity interests whose holding gives them ultimate control over the company as described in Section 2. must report the beneficial owner to the company within one month of control arising. What matters is the transfer of ownership, not the signing of the contract (relevant where signing and closing of a share purchase fall on different dates). If the holder is itself a natural person and a beneficial owner, it reports itself. Any changes to the reported information must likewise be notified within one month. Supporting documentation must be provided upon request.

• Beneficial owners themselves are subject to an independent duty to cooperate with the company or the shareholder, as applicable.

For certain GmbHs and single-shareholder AGs, where all beneficial owners are already recorded as shareholders or officers in the Commercial Register, a simplified procedure is available through the cantonal commercial registry office.

4.   Key deadlines

The following staggered deadlines, based on company type, apply for initial registration with the register:

• AG subject to ordinary audit: 1 January 2027;

• Other companies subject to ordinary audit: 1 February 2027;

• AG not subject to ordinary audit: 1 March 2027;

• Other Swiss companies and foreign legal entities: 1 April 2027;

• Companies where all beneficial owners are already recorded in the Commercial Register: 1 October 2028.

5.   Sanctions

Wilful breach of the reporting, disclosure or cooperation obligations may result in substantial fines of up to CHF 500,000 – the same applies to false statements made to the competent Federal supervisory body. Anyone who disregards a final and binding order of that supervisory body risks a further fine of up to CHF 100,000. In the case of delinquent shareholders, their participation and property rights may also be suspended; as a last resort, the supervisory body may even order the dissolution and liquidation of the company.

6.   What you should do now

We recommend that you take the following steps (or ask yourselves the following questions):

1. Determine whether you are affected – including for foreign group companies with a Swiss nexus (Is the company subject to a reporting obligation?)

2. Map your ownership structure (direct/indirect capital and voting rights, shareholders' agreements, veto rights) (Who holds which rights over, and what influence on, the company?)

3. Identify your beneficial owners, including the chain of control in multi-tier structures (Who is the beneficial owner?)

4. Obtain evidence from shareholders and beneficial owners (Can I verify the identity and controlling position of the beneficial owner?)

5. Determine your individual deadline and enter it in your compliance calendar (By when must I report what, at the latest?)

6. Prepare access to the EasyGov reporting platform (Am I ready to make a filing?)

7. Have complex structures reviewed by legal counsel (Are there any uncertainties in determining the beneficial owners?)

Even though the reporting deadlines only take effect in 2027, an early start is worthwhile: identifying beneficial owners can be time-consuming in complex structures, and the potential sanctions for non-compliance are significant. We are happy to assist you in analysing your structure and setting up the reporting process.