Hardly any Shares – yet still in the Transparency Register: Control by other Means under the new Transparency Act

A new regime since 1 October 2026

The Federal Assembly adopted the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TLEA or Transparency Act) on 26 September 2025. The implementing Ordinance on the Transparency of Legal Entities and the Identification of Beneficial Owners (TLEO or Transparency Ordinance) was issued on 12 June 2026, and both enactments have been in force since 1 October 2026. The central change concerns responsibility: until now, companies merely kept an internal register based on notifications from their shareholders, while financial intermediaries, such as banks, were responsible for identifying beneficial owners under the Anti-Money Laundering Act (AMLA). Under the new regime, legal entities must themselves determine who controls them and report those persons to a federal Transparency Register. Although the register is not public, certain authorities, financial intermediaries and advisers may access it to fulfil their statutory due diligence obligations. Incomplete or inconsistent information may therefore quickly come to light.

Many people first think of the familiar 25 per cent threshold: anyone holding at least a quarter of the capital or votes must be reported. However, that is only half the story. Under the TLEA, the statutory concept of control rests on two pillars: a shareholding of at least 25 per cent and ‘control by other means’. The second pillar is a catch-all provision for persons who do not hold a significant shareholding but nonetheless exercise comparable control. As a result, anyone who holds only a few shares, or none at all, may still be subject to the reporting obligation. This particularly affects family companies with pooling agreements, private equity and investor structures with far-reaching veto, consent or nomination rights, for example under shareholders’ agreements or investment agreements, fiduciary arrangements and constellations involving related persons.

Parallel assessment of shareholdings and control by other means

Here, the TLEA deliberately departs from the AMLA, with which many will be familiar from banking practice. The AMLA applies a cascade: under Art. 2a para. 3 AMLA, control by other means is only examined if no one holds 25 per cent. The TLEA, by contrast, examines both pillars simultaneously and independently of one another, and both results must be reported. For the company, this means that even where a major shareholder has been identified, the assessment is not complete. It must also establish whether other persons have instruments of control at their disposal. In its explanatory report, the Federal Council justifies this on the basis that a company, unlike a bank, knows at all times by whom and in what way the relevant decisions are taken. Only the most senior member of the executive body remains a fallback: that person is reported on a subsidiary basis if no one reaches the 25 per cent threshold and no one controls the company ‘by other means’.

The TLEA deliberately departs from the AMLA approach familiar from banking practice. The AMLA applies a cascade: under Art. 2a para. 3 AMLA, control by other means is examined only if no one holds 25 per cent. Under the TLEA, by contrast, both pillars are examined simultaneously and independently, and both results must be reported. For the company, this means that identifying a major shareholder does not complete the assessment. The company must also establish whether other persons have instruments of control at their disposal. In its explanatory report, the Federal Council justifies this approach on the basis that a company, unlike a bank, knows at all times by whom and in what way the relevant decisions are taken. Only the most senior member of the executive body remains a fallback: that person is reported on a subsidiary basis if no one reaches the 25 per cent threshold and no one controls the company ‘by other means’.

Practical example – PE investor: A shareholder holds 30 per cent of a company. A private equity investor holds only 10 per cent but has secured, in the investment agreement, a veto right over strategic decisions and the right to nominate three of the five members of the board of directors. Under the AMLA cascade, only the 30 per cent shareholder would be captured. Under the TLEA, the investor must also be reported as a beneficial owner.

Three scenarios that always constitute control by other means

But how can one tell in an individual case whether control by other means exists? The Ordinance distinguishes between two levels. First, Art. 3 para. 1 of the Transparency Ordinance sets out three constellations that in every case give rise to control by other means, without any need to assess the intensity of the influence separately:

• How can a company determine in an individual case whether control by other means exists? The Ordinance distinguishes between two levels. First, Art. 3 para. 1 of the Transparency Ordinance sets out three constellations that always give rise to control by other means, without any separate assessment of the intensity of the influence:
• Veto rights over an exhaustive list: This covers vetoes, but only in respect of the following five matters:
  • Change of corporate purpose;
  • Election of the executive management;
  • Amendment and expansion of the corporate strategy;
  • Budgets and investment planning; or
  • Equity and debt financing.
• Profit distributions and dispositions of assets: The person must be able to determine such decisions legally or in practice, even if they are not formally a member of the decision-making body. The mere right to propose a distribution or to convene the general meeting is not sufficient. However, concealed outflows of funds outside the formal dividend, for example through management fees, are also covered.

These three scenarios are strict. If one of them is met, it operates as an irrebuttable presumption: the objection that the right is never exercised or merely serves to protect the investment is excluded. Investors who regard their veto rights purely as a safeguard should therefore review their agreements carefully. If a veto clause covers even one of the five listed matters, the reporting obligation applies.

Practical example – succession: As part of his succession planning, a family entrepreneur has transferred all of his shares to his three children. However, he is not yet ready to let go entirely: under a shareholders’ agreement, he continues to propose three of the five directors, and the children have undertaken to elect them. He thereby determines the majority of the board of directors and remains subject to the reporting obligation, even though he no longer holds a single share. In such cases, the ‘Extent’ field in the register remains blank because no threshold can be stated. Instead, a description of how control is actually exercised is provided.

Practical example – minority investor: A shareholder with 15 per cent has secured, in an investment agreement, a veto over the strategy, the appointment of the CEO and the budget. This affects no fewer than three of the listed matters. This constitutes control, even though the shareholding is well below 25 per cent.

Agreements, fiduciary arrangements and family relationships: the individual case is decisive

In addition to these clear-cut cases, there is a second, more open area. Art. 3 para. 2 of the Transparency Ordinance lists the means through which control may be exercised: shareholders’ agreements, capital instruments such as convertible bonds or profit-participating loans, provisions of the articles of association, agency and fiduciary relationships, and relationships between related persons. These means operate less automatically, as their mere existence is not sufficient. They only give rise to control if they confer influence equivalent to a 25 per cent shareholding, and such influence must be positively established in the individual case. The overall picture is decisive: even several rights that are weak on their own may together amount to a position of control. Typical constellations include:

• In addition to these clear-cut cases, there is a second, more open area. Art. 3 para. 2 of the Transparency Ordinance lists means through which control may be exercised: shareholders’ agreements, capital instruments such as convertible bonds or profit-participating loans, provisions of the articles of association, agency and fiduciary relationships, and relationships between related persons. Their mere existence is not sufficient. They give rise to control only if they confer influence equivalent to a 25 per cent shareholding, and that influence must be positively established in the individual case. The overall picture is decisive: several rights that are weak on their own may together amount to a position of control. Typical constellations include:
• Fiduciary arrangements: Where a fiduciary holds shares on behalf of a third party, it is not the fiduciary but the principal who is the beneficial owner. Fiduciary constellations generally involve indirect control, and the company must establish the identity of both persons.
• De facto influence: A founder has formally stepped down from the board of directors but continues to take all strategic decisions. What matters is the actual power to determine decisions, not the formal role. She must therefore be reported.

Conversely, mere proximity is not sufficient. The husband of the sole shareholder or an adult son without a shareholding is not a beneficial owner simply by virtue of being a related person. In case of doubt, a precautionary report should not be made either: over-reporting burdens the person concerned with a register entry that they must then have removed. The correct approach is to document the assessment in a comprehensible manner.

Reporting obligations also apply personally to controlling persons

The reporting obligations do not apply only to the company. Anyone who controls it by other means must report this to the company themselves and directly, as there is no shareholder in between who could pass on the notification. One month is allowed for this. This obligation cannot be shifted onto the company; it is a separate obligation and is subject to criminal penalties. Investors, pool members and family shareholders must therefore take action themselves.

The reporting obligations do not apply only to the company. Anyone who controls a company by other means must report this to the company themselves and directly, because there is no shareholder in between who could pass on the notification. The deadline is one month. This separate obligation cannot be shifted onto the company and is subject to criminal penalties. Investors, pool members and family shareholders must therefore take action themselves.

Moreover, the initial report is not the end of the matter. Any change in the basis of control must be reported, for example a new or terminated shareholders’ agreement, an amended list of veto rights or the end of a fiduciary relationship. For shareholdings, a change only has to be reported if a threshold is crossed upwards or downwards. No such relief exists here. Companies must therefore monitor their control relationships on an ongoing basis. The consequences of failures are significant: anyone who intentionally breaches the reporting obligations risks a fine of up to CHF 500,000. In the case of repeated breaches, the control authority may also suspend the participation and property rights of the shareholders concerned.

The deadlines for the initial report are already running

A look at the calendar is particularly urgent. The transitional periods for the initial report have been running since 1 October 2026 and are deliberately tight: the FATF’s next country evaluation has been announced for 2027, and as much information as possible should be in the register by then. The deadlines are staggered according to legal form and audit requirements:

• The transitional periods for the initial report have been running since 1 October 2026 and are deliberately tight. The FATF’s next country evaluation has been announced for 2027, and as much information as possible should be in the Transparency Register by then. The deadlines are staggered according to legal form and audit requirements:
• 1 February 2027: other companies subject to an ordinary audit (four months)
• 1 March 2027: companies limited by shares not subject to an ordinary audit (five months)
• 1 April 2027: all other companies and legal entities, as well as entities governed by foreign law (six months)

The more generous two-year period until 1 October 2028 typically does not help in precisely the cases described here. It only applies if all beneficial owners are already entered in the commercial register as members or officers. However, persons exercising control by other means are generally not recorded there.

Caution with commercial register changes: For entities governed by Swiss law, all of these deadlines are maximum periods. If, after 1 October 2026, the company has a change entered in the commercial register for the first time, such as an amendment to the articles of association or a change on the board of directors, it must file the report within one month of that change, unless the ordinary deadline expires earlier (Art. 51 para. 1 TLEA). This also applies to companies that would otherwise benefit from the two-year period. Although the commercial register office will draw attention to the reporting obligation at the time of the first change, anyone who only begins their investigations at that point will quickly find themselves pressed for time. Companies benefiting from the two-year period in particular should bear in mind that the very next general meeting involving new elections to the board of directors or an amendment to the articles of association may shorten the deadline to one month. For entities governed by foreign law, by contrast, the six-month period applies uniformly.

In addition, only the report is deferred, not the investigation. The obligation to identify beneficial owners has applied since 1 October 2026. The report is generally submitted via the EasyGov platform, on which the company must first register; lead time should therefore also be planned. Anyone who has not yet assessed control by other means should start now.

What companies and controlling persons should do now

The following steps are recommended for companies and controlling persons to identify and report beneficial owners:

• Survey all shareholders: Obtain a uniform disclosure statement from all shareholders, not just from those holding 25 per cent or more. Control by other means, in particular, is often concealed behind small shareholdings.
• Ask about rights, not types of agreement: In other words, do not ask ‘Is there a shareholders’ agreement?’, but rather ‘Are there any rights to determine or block the election of the executive management, on whatever basis?’ Only in this way will positions based on the articles of association, de facto positions and orally agreed positions also be captured.
• Review your own documents: Search the articles of association, regulations and minutes for veto clauses, consent requirements and special quorums. Anyone who overlooks a veto clause in their own articles of association cannot rely on a shareholder’s declaration.
• Document carefully: In borderline cases, a well-reasoned and documented assessment will generally protect against allegations of intent.
• Keep an eye on deadlines: Determine which deadline applies to your company and prepare the report before the next change in the commercial register is due.

MLL Legal supports family businesses, investors and boards of directors in analysing control structures and filing reports with the Transparency Register. Please get in touch – we will be happy to help.