The New Swiss Transparency Register: Q&A

What is the Transparency Register?

On October 1, 2026, the Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners (TJPG) and the accompanying ordinance (TJPV) entered into force. This established a centralized, non-public register of beneficial owners. The Transparency Register is intended to provide authorities with quick and efficient access to up-to-date information about the individuals who ultimately control legal persons. It serves, in particular, to combat money laundering, organized crime, and terrorist financing.

Who is affected?

The TJPG applies in particular to:

• stock corporations (AGs)
• limited liability companies (GmbHs)
• partnerships limited by shares
• cooperatives
• investment companies with variable capital (SICAV)
• fixed-capital investment companies (SICAF)
• limited partnerships for collective investment schemes

Certain foreign legal persons are also affected, specifically those with a Swiss branch, effective management in Switzerland, or Swiss real estate holdings. The place of effective management is considered to be in Switzerland if the decisions necessary for day-to-day management are made in Switzerland.

Who is exempt from the Transparency Register?

Exemptions include, among others, listed companies and certain subsidiaries controlled by them, certain pension funds, legal persons at least 75% owned by public authorities, as well as associations and foundations.

What must a company subject to the TJPG do?

1. Identify the beneficial owner

Beneficial owners can only ever be natural persons.

The company must identify its beneficial owners independently. In principle, a beneficial owner is any natural person who ultimately controls a company by holding, directly or indirectly, alone or in concert with third parties, at least 25% of the capital or voting rights, or who controls the company in any other way. A person is deemed to be acting in concert with third parties if they coordinate their conduct with third parties to exercise control over a legal person, whether through a stake or by other means. This may be the case, for example, under an investment agreement or through convertible loans.

“Control by other means” exists if natural persons, for example, can appoint and remove more than half of the members of the board of directors, hold veto rights, or influence decisions regarding profit distributions or other dispositions of assets. In this context, existing shareholders’ agreements must be reviewed in particular. This review may be complex, and there are likely to be some cases that leave room for interpretation. The company must look for indications of such control: individuals who influence the election of board members or equivalent officers; creditors who exert influence over fundamental decisions of the company, etc.

If no natural person can be identified based on these criteria, the most senior member of the executive body is deemed to be the beneficial owner on a subsidiary basis. The most senior member of the executive body is the chair of the executive management if the company has a separate executive management. If there is no separate executive management, it is the chairperson of the board of directors or the administration.

Shareholders or partners who meet the relevant criteria are obligated to report information regarding the beneficial owner to the company. 

Since the previous definition of the beneficial owner under the Swiss Code of Obligations (Art. 697j et seq. CO) does not correspond to the definition of the beneficial owner under the TJPG, companies cannot rely on their previous documentation regarding beneficial owners, and a reassessment is mandatory. The provisions regarding beneficial owners in the Swiss Code of Obligations have been repealed with the entry into force of the TJPG.

2. Verify and document the information

The company must collect, in particular, the full name (first name and surname), date of birth, nationality, address or place of residence, and the nature and extent of the control exercised. In the case of multi-tiered control structures or trusts, additional information regarding the chain of control is required. The company must verify the information with due diligence; a risk-based approach is permissible in this regard. The information and supporting documents must be documented (in particular, supporting documents verifying the identity of the beneficial owner, such as a copy of an identification document, must be obtained), kept up to date, and retained for ten years after the beneficial ownership ceases.

3. Report to the Transparency Register

As a general rule, the beneficial owner must be notified to the Transparency Register electronically via the EasyGov.swiss platform. Under certain conditions, the notification may also be submitted through the cantonal Commercial Register office in conjunction with a change to the Commercial Register entry. 

4. Keep changes up to date

Any change to a registered fact must be reported within one month after the company becomes aware of the change.

When must the initial notification be submitted to the Transparency Register?

Generally, the initial notification must be submitted within one month of the first change to the Commercial Register entry after October 1, 2026, but no later than the following dates:
 

Who is responsible for submitting the notification?

The most senior member of the executive body is generally responsible for filings with the Transparency Register. This responsibility may be delegated to another person within the company or to an external third party. However, the legal responsibility for ensuring that the filing is carried out properly remains with the most senior member of the executive body.

What happens to existing records?

AGs and GmbHs must retain the register of beneficial owners maintained under previous law for ten years from the entry into force of the TJPG, i.e., until October 1, 2036. 

What penalties apply for violations?

Intentional violations of the notification and disclosure obligations may be punishable by a fine of up to CHF 500,000. In the case of repeated violations of notification obligations, or violations that are not remedied despite a request to do so, the supervisory authority may also order further measures, including the suspension of participation and property rights and, under certain conditions, the dissolution and liquidation of the legal person.

Since there is currently no established practice regarding the TJPG and TJPV, and since—as with all laws—there is room for interpretation, it is recommended to document internally why the company decided not to file a notification in cases where there might be room for interpretation. Internal documents should briefly describe why the situation does not constitute a case requiring notification. This approach minimizes the risk of fines, which require proof of intent. Furthermore, it will be important in the future to monitor developments under the TJPG and TJPV so that any earlier incorrect assessments can be corrected and a registration submitted subsequently.

We would be pleased to assist you in identifying beneficial owners and submitting the required notifications to the Transparency Register.