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On 26 September 2025, the Swiss Parliament adopted the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (the "Legal Entities Transparency Act", "LETA"). The new law establishes a central federal Transparency Register in which Swiss legal entities and certain foreign entities with a Swiss nexus will be required to register information on their ultimate beneficial owners (UBO). LETA will replace the existing rules on UBO identification applicable to Swiss companies and aligns with evolving international standards, in particular those of the EU. Implementing ordinances are currently being prepared for consultation. The entry into force is expected around mid-2026.
INTRODUCTION
On 26 September 2025, the Swiss Parliament adopted the final text of the Legal Entities Transparency Act (LETA). The new law forms part of a broader reform of Switzerland's anti-money laundering (AML) framework, aimed at strengthening beneficial ownership transparency and aligning Switzerland with evolving international standards.
While Parliament broadly endorsed the Federal Council's 2024 proposal (see our 2024 Insight) and the principle of establishing a central register of ultimate beneficial owners ("UBO"), it introduced several significant amendments to the draft. These changes were the subject of extensive debate between the two chambers throughout 2025 before a final compromise was reached.
This Insight focuses on LETA and the new central federal Transparency Register it establishes.
TRANSPARENCY REGISTER
In-scope entities
LETA requires in-scope entities to identify their UBOs and register specified information about them in the Transparency Register, a new central federal register that will be maintained and administered electronically by the Federal Office of Justice (the "FOJ").
These new information-gathering and disclosure obligations apply to the following categories of legal entities:
- Swiss legal entities, including corporations (SA/AG), partnerships limited by shares (SCA/KommAG), limited liability companies (Sàrl/GmbH), cooperatives, investment companies with variable capital (SICAVs) or fixed capital (SICAFs), and limited partnerships for collective investments.
- Foreign legal entities with a Swiss nexus, namely those that:
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- maintain a registered branch in Switzerland;
- have their effective place of management in Switzerland; or
- own or acquire Swiss real estate.
LETA also provides for specific exemptions, including for:
- companies whose equity securities are wholly or partly listed on a Swiss stock exchange, or on a foreign exchange subject to equivalent participation-disclosure rules, as well as their subsidiaries that are held, directly or indirectly, by more than 75%; and
- Swiss pension institutions and other occupational benefits institutions.
Seeking to balance the administrative burden of the new registration requirements with the public interest and the AML risks posed by certain entities and structures, the Swiss Parliament decided to exclude foundations and associations from LETA's UBO identification and registration regime. Following the same rationale, it also decided not to introduce transparency or reporting requirements for nominee directors and shareholders.
Finally, in line with the Federal Council's first proposal, LETA introduces specific provisions for Swiss-based trustees and trusts. Trustees established in Switzerland that are not subject to the Swiss Anti-Money Laundering Act ("AMLA") are required to identify and collect information on the UBOs of the trusts they administer, in accordance with the identification requirements set out in LETA. This information must, however, be retained internally by the trustee; there is no obligation for them to register it in the central Transparency Register.
Key features of the register
- Information to be registered
The Transparency Register will contain identifying details of registered entities, including their corporate name, registered office, and enterprise identification number (IDE). For UBOs, the register will record their first and last names, date of birth, and municipality and country of residence, together with information describing the nature and extent of their control.
LETA's framework is built, first, on a duty for in-scope entities to identify and verify their UBOs, and to collect, record, and retain specified information about them. Second, to facilitate compliance, LETA establishes corresponding duties of notification and cooperation for direct and indirect shareholders, as well as for the UBOs themselves.
- Registration deadlines
Newly incorporated Swiss entities must register their UBOs within one month of their entry in the Commercial Register. Likewise, foreign entities falling within LETA's scope must register their UBOs within one month. Any change affecting an existing UBO registration must be reported within one month of the entity becoming aware of it.
LETA provides for short transitional periods for existing in-scope entities once the Act enters into force. The applicable deadlines – generally ranging from one month to two years – depend on the type of entity and, in certain cases, on whether an amendment is made to its Commercial Register entry. In this latter case, the UBO filing must be made within one month of such amendment, but no later than the end of the applicable transitional period. For instance, the transitional period for corporations subject to an ordinary audit is set at three months.
- Access
The Transparency Register will not be accessible to the public, whether on an open-access basis or under a "legitimate interest" regime. Access will be strictly limited to designated Swiss authorities, including criminal prosecution authorities, tax authorities responsible for international administrative assistance, the State Secretariat for Economic Affairs (SECO), the Money Laundering Reporting Office Switzerland (MROS), intelligence services, anti-money-laundering supervisory organisations, public procurement authorities, and social-security enforcement bodies.
- Access by Swiss financial intermediaries and link with AMLA
In addition, the Transparency Register will be accessible to Swiss financial intermediaries and advisers who are subject to AMLA for the purposes of their own KYC and due-diligence obligations.
While the Transparency Register can be expected to become an integral component of AML verification processes, it neither replaces nor simplifies the duty of financial intermediaries and advisers to conduct their own AML checks and verifications under AMLA. Although LETA introduces several mechanisms to help ensure the accuracy and currency of the register's entries – such as verifications by the FOJ, checks by the competent control authority, and the reporting of discrepancies by financial intermediaries – the information contained in the register will not enjoy the presumption of accuracy afforded to public registers or public deeds.
LETA does, however, provide that financial intermediaries and advisers may rely on the register's entries, but only to the extent that their AML checks do not reveal any inconsistencies or anomalies. The legal effects and practical implications of this somewhat ambiguous provision remain unclear; in practice, it does not appear to alter existing AML procedures or create any distinct legal effect.
Enforcement and sanctions in case of breach
LETA establishes a dedicated control authority, to be designated under the Federal Department of Finance (FDF), responsible for oversight and administrative enforcement. This control authority will conduct risk-based spot checks and targeted reviews where potential breaches are identified (for instance, following indications from the FOJ or discrepancy reports submitted by financial intermediaries). Where serious or repeated breaches are found, the authority may order the entity concerned to provide information, correct or delete entries, suspend voting or financial rights attached to shares, or, in the most severe cases, order the dissolution and liquidation of the entity.
In addition, failures to comply with LETA's disclosure, registration, or cooperation obligations may constitute criminal offenses, punishable by fines of up to CHF 500'000 in cases of intentional breach.
Abolition of the current Swiss Code of Obligations regime
Upon its entry into force, LETA will entirely replace the existing beneficial ownership identification regime set out in Articles 697j et seq. of the Swiss Code of Obligations, which currently applies to Swiss corporations (SA/AG) and limited liability companies (Sàrl/GmbH). The requirement for companies to maintain an internal "list of beneficial owners", along with shareholders' corresponding disclosure duties towards the company, will be superseded by LETA's broader information-gathering, record-keeping, and disclosure obligations.
NEXT STEPS
Following LETA's adoption by Parliament in September 2025, the Federal Council is expected to work towards a possible entry into force around mid-2026, a timeline that aligns with Switzerland's forthcoming FATF evaluation in 2027.
To that end, the Federal Council is currently preparing the implementing ordinances, which should clarify a number of key points – in particular, the concept of indirect control or control by other means, the notification procedures to the register, the conditions of access, as well as several operational aspects concerning the verifications and checks carried out by the FOJ and the competent control and enforcement authority. These draft ordinances are expected to be released for public consultation towards the end of 2025 or early 2026.
This timeline, combined with LETA's relatively short transitional deadlines, should encourage entities likely to fall within the scope of registration to anticipate their future reporting obligations by reviewing or updating their UBO analyses under LETA. This will be particularly important for foreign entities with a Swiss nexus, which may not yet have undertaken a UBO assessment under Swiss law, as well as for Swiss in-scope entities with complex ownership structures, which will need to closely follow the clarifications to be provided in the Federal Council's implementing ordinances.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
