Swiss Companies Must Report Their Beneficial Owners To A New Transparency Register Starting October 2026

A new Swiss law regarding the transparency of legal entities will enter into force on 1 October 2026. Swiss companies will be obliged to report their beneficial owners to a newly established governmental transparency register within 3 to 6 months from such date.

Background

To support increased efforts in combating money laundering and to foster compliance with the recommendations of the Financial Action Task Force (FATF) in light of an upcoming country assessment, Swiss parliament passed a new Federal Act on the Transparency of Legal Entities on 26 September 2025 (Bundesgesetz über die Transparenz juristischer Personen und die Identifikation der wirtschaftlich berechtigten Personen; TJPG). On 12 June 2026, the Swiss Federal Council passed an implementing ordinance and decided that the new law will enter into force on 1 October 2026.

Scope

The new law applies, in principle, to all Swiss stock corporations (Aktiengesellschaften), limited liability companies (GmbH) and most other Swiss incorporated entities.
Further in scope are foreign entities that have registered Swiss branches (Zweigniederlassungen), which own or acquire real estate in Switzerland or the de facto administration of which is located in Switzerland.

Exempted are, among others, listed companies and entities in which a listed company directly or indirectly holds more than 75% of the shares, associations (Vereine) and foundations (Stiftungen).

Obligation to report Beneficial Owner and Timeline

Entities captured by the TJPG must report their beneficial owner(s) to a newly established transparency register managed by the Federal Office of Justice and keep the reported information up to date. If no beneficial owner exists, the most senior member of management (typically the CEO) must be reported instead.

The deadlines for the initial reporting depend on the type of company:

• Other companies subject to regular audit must report by 1 February 2027;
• Stock corporations not subject to regular audit must report by 1 March 2027;
• Other legal entities (including foreign) must report by 1 April 2027.

If all beneficial owners are already entered into the commercial register, such beneficial owners can be confirmed in a simplified procedure to the commercial register by 1 October 2028.

It should be noted, however, that any filing with the commercial register (e.g. change of signatories) after 1 October 2026 triggers an accelerated one-month deadline to report the beneficial owner(s).

Definition of "Beneficial Owner"

The TJPG defines "beneficial owner" as each natural person who directly or indirectly, alone or in concert with third parties, holds 25% of the capital or voting rights of the company in question or controls the latter by other means. While the implementing ordinance to the TJPG published on 12 June 2026 provides some additional guidance as to who qualifies as beneficial owner, complex structures in practice require a case-by-case assessment.

Reported Information

The following information regarding each beneficial owner must be reported to the register: Name, birthday, nationality, country and city of residence, and how control is exercised.

Obligations of Shareholders and Beneficial Owners

The direct shareholders and the beneficial owners themselves are obliged to provide required information (including on the chain of control) and to update the same within a month from a change.

Time to Act

Especially in more complex structures, it is advisable to timely prepare the notification of beneficial owner(s) to the new transparency register. This holds in particular true where it can be expected that (unrelated) filings with the commercial register will be made after 1 October 2026 – given such filings accelerate the reporting deadlines under the TJPG.