What is the transparency register about?
The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) requires the legal entities concerned to identify and report the natural persons who actually control them.
The register is maintained by the Federal Office of Justice. A control authority within the Federal Department of Finance checks entries for accuracy, completeness and currency on a risk-based or sample basis.
Unlike the commercial register, the transparency register is not public. Access is limited to the authorities specified by law, financial intermediaries and certain advisers, insofar as needed to perform their statutory duties. In particular, the register is intended to support the fight against money laundering, terrorist financing, corruption and sanctions evasion. It commenced operations on 1 October 2026 (Federal Office of Justice, 1 October 2026).
Who is affected?
The reporting obligation applies in particular to the following legal entities:
- Companies limited by shares and partnerships limited by shares
- Limited liability companies
- Cooperatives
- Investment companies with variable or fixed capital
- Limited partnerships for collective investment
- Foreign legal entities with a Swiss branch entered in the commercial register
- Foreign legal entities whose effective management is located in Switzerland
- Foreign legal entities that own or acquire real estate in Switzerland
In particular, sole proprietorships, simple partnerships, general partnerships, ordinary limited partnerships, associations and foundations are not subject to reporting.
Further exemptions apply in particular to listed companies and subsidiaries held, directly or indirectly, more than 75 per cent by one or more listed companies, supervised pension institutions and legal entities held at least 75 per cent by public bodies (TranspaReg: who must report?).
Trustees with a registered office or domicile in Switzerland, or carrying out administration in Switzerland, may be subject to their own identification and documentation duties, even though the trust itself is not entered in the register in the same way as a company.
Who qualifies as a beneficial owner?
Only a natural person can be a beneficial owner. The decisive issue is not simply who is formally listed in the share or membership register, but who ultimately exercises actual control over the company.
In principle, a beneficial owner is anyone who, directly or indirectly, alone or together with third parties, holds at least 25 per cent of the capital, controls at least 25 per cent of the voting rights or controls the company by other means.
A holding below 25 per cent does not rule out beneficial ownership. Direct and indirect holdings, possible concerted action and control by other means must first be examined. Where several persons act together to exercise control, their holdings are assessed collectively; if these reach at least 25 per cent, each natural person involved must be recorded individually. Control by other means may arise, for example, from shareholders’ agreements, special veto rights, appointment rights, options, convertible instruments or fiduciary arrangements. Control through ownership and control by other means must be assessed in parallel, not merely in successive stages (Explanatory notes to the TJPV).
Only where this documented assessment establishes that no natural person satisfies any of the statutory control criteria is the most senior member of the governing body treated as the beneficial owner on a fallback basis. Where there is a separate executive management body, this is its chair; otherwise, it is the chair of the board of directors or management body. In liquidation, the liquidator takes this role; during a debt restructuring moratorium, the administrator does so. If several persons jointly exercise the relevant function, all must be reported (TJPV Ordinance).
The senior officer reported on a fallback basis need not actually control the company; under the statutory scheme, that person serves as a fallback and contact person for the authorities (Federal Council dispatch on the TJPG).
This must be distinguished from cases where a beneficial owner exists or is likely to exist but cannot be identified or sufficiently verified. The senior officer must then not be registered as a substitute beneficial owner. They are reported solely as a person able to provide information; at the same time, the unsuccessful enquiries and all available relevant information must be documented and reported (TranspaReg: official case examples).
What do businesses need to do now?
The reporting obligation forms part of an ongoing compliance task. Merely completing a form is not enough. Boards of directors and management should, in particular:
- Clarify whether the entity is subject to the rules, any exemption and the specific deadline
- Document ownership, voting and other control structures through to the natural persons
- Obtain and verify information and evidence concerning beneficial owners
- Reconcile the commercial register, share or membership register, articles of association, shareholders’ agreements, organisation charts and KYC documentation
- designate the person responsible for the initial report and subsequent changes
- set up an AGOV account, EasyGov access and the necessary powers of attorney
- establish an internal process for changes within the statutory one-month deadline
Responsibility remains with the most senior member of the governing body. The practical work may be delegated to employees, fiduciary service providers or legal advisers, but responsibility for proper reporting remains.
Shareholders, members and beneficial owners also have a role to play. They must provide the company with the necessary information and evidence and cooperate in verifying control arrangements.
The documentation must be kept up to date, be accessible in Switzerland and, as a rule, be retained for ten years after beneficial ownership ceases.
Reports can be submitted free of charge through EasyGov. The person acting needs a personal AGOV account and, where applicable, an appropriate power of attorney. According to current TranspaReg information, the additional reporting channel through the cantonal commercial register is still being developed (TranspaReg: reporting through EasyGov).
Which deadlines apply?
For legal entities already in existence on 1 October 2026, the TJPG provides staggered transitional periods. In principle, the following latest deadlines apply:
- All beneficial owners are already entered in the commercial register as members or officers: 30 September 2028
- Company limited by shares subject to an ordinary audit: 31 December 2026
- Other company subject to an ordinary audit: 31 January 2027
- Company limited by shares that does not meet the conditions for an ordinary audit: 28 February 2027
- Other companies that do not meet the conditions for a limited audit, and other legal entities: 31 March 2027
- Foreign legal entity already subject to the rules: 31 March 2027
Of particular importance: if an existing Swiss legal entity first changes an entry in the commercial register after 1 October 2026, it must generally report within one month of that change. This one-month deadline takes precedence over the longer transitional period.
Newly incorporated Swiss companies must report within one month of entry in the commercial register. For foreign legal entities becoming subject to the rules, the one-month period starts when that status begins.
The precise deadline must be determined by reference to the legal form, audit status and commercial register entries. Where a situation cannot be clearly classified, particularly for companies subject to a limited audit, an individual assessment is advisable.
After the initial report, any change to a registered fact must be reported within one month of becoming aware of it. The statutory details are set out in Articles 9, 10 and 51–53 TJPG (TJPG Federal Act).
Why waiting is risky
Longer transitional periods should not be mistaken for a reason to defer preparatory work. In particular, holding structures, foreign interests, fiduciary arrangements or special control rights can require substantial investigation.
Incomplete or questionable entries may be flagged and examined by the control authority. Repeated breaches, or breaches not remedied despite a request, may lead to the suspension of participation and financial rights. In specified serious circumstances, further measures are possible, up to the dissolution of a legal entity.
Intentional breaches of reporting and information duties may be punished by a fine of up to CHF 500’000. Intentional failure to comply with a final and binding order carries a fine of up to CHF 100’000 (TJPG Federal Act).
How I can support you
I am pleased to support companies, boards of directors, management and shareholders with:
- assessing whether a reporting obligation exists and its deadline
- identifying beneficial owners
- legally assessing complex ownership and control chains
- analysing shareholders’ agreements, veto rights and fiduciary arrangements
- compiling and reviewing the required documentation
- preparing and submitting reports through EasyGov
- establishing a reliable process for subsequent changes
An early assessment provides clarity and prevents a commercial register change or a complex control structure from creating unexpected time pressure. If you would like to know whether your company is affected and which specific steps are needed, I would be pleased to help.