The Act requires numerous legal entities to identify and verify their beneficial owners and report them to a central federal register that is not publicly accessible. The new provisions affect not only international groups but also Swiss SMEs.

Which Companies Are Subject to the Reporting Obligations?

Under Articles 2 and 3 TJPG, the reporting obligations apply in particular to the following entities:

• Companies limited by shares (AG)
• Limited liability companies (GmbH)
• Cooperatives
• Certain collective investment entities
• Foreign legal entities with a registered branch, effective management or certain real estate connections in Switzerland

Exemptions apply, among others, to listed companies and certain subsidiaries controlled by them, supervised pension institutions and companies predominantly controlled by public authorities. Associations and foundations established under Swiss law are also generally exempt from the reporting obligations.

Who Qualifies as a Beneficial Owner?

Under Article 4 TJPG, beneficial owners are natural persons who ultimately control a company.

Such control exists in particular where a person:

• Directly or indirectly holds at least 25% of the capital or voting rights.
• Exercises corresponding control jointly with other persons.
• Controls the company through contractual arrangements or other means of influence.

In multi-tier ownership structures, the actual control relationships must be examined throughout the ownership chain.

Where no natural person exercises control within the meaning of the statutory criteria, the most senior member of the governing body is deemed to be the beneficial owner on a subsidiary basis.

What Transitional Deadlines Apply?

Under Article 51 TJPG, different deadlines apply to existing companies, starting from 1 October 2026:

• AG subject to an ordinary audit: 1 January 2027
• Other entities subject to an ordinary audit: 1 February 2027
• AG not subject to an ordinary audit: 1 March 2027
• Other entities not subject to an ordinary audit: 1 April 2027

For companies whose beneficial owners are already registered in the Commercial Register as shareholders or members of governing bodies, an extended transitional period of two years may apply, provided the statutory requirements are met.

Important: If an amendment is made to the Commercial Register after 1 October 2026, the initial notification must generally be submitted within one month of the corresponding publication in the Swiss Official Gazette of Commerce (SOGC). The transitional deadlines listed above therefore do not apply without exception.

How Is the Notification Submitted?

Notifications are generally submitted electronically via the federal EasyGov platform.

The required information includes in particular:

• Surname, first name and date of birth
• Nationality, municipality of residence and country of residence
• Nature and extent of beneficial ownership or control

Responsibility for submitting the notification rests with the most senior member of the governing body. The technical submission may be delegated to an authorised third party, such as a fiduciary service provider.

Registration, amendments and deletions in the Transparency Register are generally free of charge.

Recommended Actions

Affected companies should review their ownership and control structures, identify their beneficial owners and document the required information.

Particular attention should be paid to holding structures, international ownership arrangements, shareholders‘ agreements and fiduciary relationships.

Companies should also establish responsibilities for electronic notifications via EasyGov and monitor the statutory deadlines, particularly in connection with amendments to the Commercial Register.

The official communications and statutory provisions issued by the Swiss federal authorities shall prevail.

Sources:

https://www.transpareg.admin.ch/de/fragen-antworten

https://www.bj.admin.ch/de/schweizerisches-transparenzregister