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Alexander Vogel
Camillo Devecchi
1. Key Points at a Glance
1.1 What is changing?
On 1 October 2026, the new Federal Act on the Transparency of Legal Entities (TLEA) and the implementing Ordinance (TLEO) will enter into force. Swiss companies, in particular corporations (Aktiengesellschaften, AG) and limited liability companies (Gesellschaften mit beschränkter Haftung, GmbH), as well as certain foreign legal entities with a connection to Switzerland, will in future have to report their beneficial owners, i.e. their “true owners” to a central, non-public register (Transparency Register). The existing provisions of the Swiss Code of Obligations (CO) will be repealed in full.
1.2 What must entities subject to the regime do in practice?
The key obligations and recommended actions at a glance:
- Identify beneficial owners: The company must determine who holds at least 25% of its capital or voting rights or exercises control in another way.
- Obtain required data: For each beneficial owner, the company must obtain their name, date of birth, nationality, address, state of residence and information on the nature and extent of their control.
- Document control structures: The means by which control is exercised through chains of ownership or other control mechanisms (e.g. shareholders’ agreements, fiduciary arrangements) must be recorded and documented in a comprehensible manner. The documentation must ensure that the reported information can be verified.
- Submit report electronically: Reports are generally submitted via the EasyGov platform. At least one authorised person must be registered and authenticated for this purpose. Lawyers may also be authorised to carry out this task.
- Observe transitional periods: Depending on the type of company, the initial report must be submitted within periods ranging from three months to two years after the law enters into force. If an amendment is made to the commercial register after 1 October 2026, the report is already due within one month.
- Establish internal processes: Changes to information recorded in the Transparency Register (e.g. new shareholders or a change of address) must be entered in the register within one month. Appropriate processes and responsibilities must therefore be established and documented.
- Avoid sanctions: The company must ensure that its information is complete, accurate and verifiable against its internal documentation, as breaches of the relevant obligations may be sanctioned. Breaches of the reporting obligations may result in fines of up to CHF 500,000.
MLL Legal is happy to support you in analysing ownership structures, identifying beneficial owners and preparing and submitting reports. Our lawyers can be authorised to submit reports and monitor changes. We would be pleased to discuss your specific requirements.
2. Background
2.1 What is the Transparency Register?
The Transparency Register is a new, central, electronic, non-public register that records information on the beneficial owners (“true owners”) of Swiss companies and certain foreign legal entities. The register is maintained by the Federal Office of Justice (FOJ). Similar transparency registers already exist in many other countries, including the European Union and the European Economic Area.
2.2 What is the purpose of the Transparency Register?
The Transparency Register is intended to give the competent authorities, financial intermediaries (e.g. banks and asset managers) and advisers (e.g. lawyers and fiduciaries), in the performance of their duties, rapid and efficient access to accurate and up-to-date information on beneficial owners and actual control structures. This is intended in particular to prevent money laundering, organised crime and terrorism financing, as well as related predicate offences. In addition, the Transparency Register ensures the implementation of international standards for combating financial crime, such as those recommended by the Financial Action Task Force (FATF).
2.3 When will the new law apply?
The TLEA and the TLEO will enter into force on 1 October 2026. Depending on the company or entity, staggered transitional periods apply to the initial reporting of beneficial owners to the Transparency Register (see Question 7.1). The existing provisions of the CO on identifying and documenting beneficial owners will be repealed in full by the new regime.
2.4 Who has access to the Transparency Register?
The Transparency Register is not publicly accessible. Access is restricted to: the Control Office established by the Federal Department of Finance (FDF) (an authority that monitors compliance with the reporting obligations), the authorities specified in the legislation (e.g. tax authorities and law enforcement authorities), financial intermediaries (e.g. banks) and advisers subject to the Anti-Money Laundering Act (e.g. fiduciaries). They may use the Transparency Register solely to perform the tasks assigned to them by law. Each entity may also request an entry confirmation or extract from the Transparency Register for itself.
3. Scope of Application
3.1 Which entities are subject to the new transparency obligations?
The new legislation applies to Swiss corporations (Aktiengesellschaften, AG), limited liability companies (Gesellschaften mit beschränkter Haftung, GmbH), partnerships limited by shares (Kommanditaktiengesellschaften), cooperatives (Genossenschaften), SICAVs, SICAFs and limited partnerships for collective investment schemes (Kommanditgesellschaften für kollektive Kapitalanlagen), as well as legal entities incorporated under foreign law with a branch, effective management or real estate ownership or acquisition in Switzerland.
3.2 Which entities are exempt from the transparency obligations?
The following are exempt: listed companies and their subsidiaries held (directly or indirectly) as to more than 75%; occupational pension institutions (pension funds) and institutions whose purpose is to provide occupational pensions and which are supervised under articles 61 and 64a BVG (Federal Act on Occupational Retirement, Survivors’ and Disability Pension Plans); and legal entities held directly or indirectly as to at least 75% by public authorities (the federation, cantons or municipalities).
Associations and foundations are not subject to reporting obligations. However, special rules apply to entities subject to the legislation that are held by Swiss foundations or associations. These must identify and report their beneficial owners.
3.3 Must each entity in a group submit its own report, or is a group report sufficient?
Yes. Each entity in a group that is subject to the TLEA must identify and report its own beneficial owners individually. Group reporting to the Transparency Register is not provided for.
3.4 Can a parent company submit reports for its subsidiaries?
Yes, but only on the basis of an appropriate power of attorney. However, the highest-ranking member of the governing body of each subsidiary remains personally responsible for the accuracy of the report.
4. Key Transparency Obligations
4.1 What obligations apply to Swiss companies subject to the regime?
Each company subject to the regime must identify its beneficial owners (i.e. determine who the “true owners” are) and, with the diligence required in the circumstances, verify their identity and status as beneficial owners. This includes determining and verifying the control relationships (who controls whom?) and obtaining the relevant evidence (e.g. share register, list of members, agreements). The information collected must be documented and kept up to date. The company must also ensure that the information can be accessed in Switzerland at all times. The information and evidence must be retained for ten years after the person concerned ceases to be a beneficial owner.
The company must report information on its beneficial owners to the Transparency Register. Any change to this information must be reported within one month after the company becomes aware of it.
4.2 What obligations apply to shareholders or members?
Shareholders or members whose interest enables the beneficial owner(s) to exercise ultimate control over the company must report to the company, within one month after control arises, the name, date of birth, nationality, address, state of residence and information on the nature and extent of the control of the beneficial owner(s). Subsequent changes to this information must also be reported within one month.
4.3 What additional obligations apply to foreign legal entities?
Legal entities incorporated under foreign law with a branch, effective management or real estate ownership in Switzerland are subject, mutatis mutandis, to the same identification and reporting obligations as domestic companies. When registering in the Transparency Register, they must also designate a representative or an address for service in Switzerland. Those with effective management in Switzerland must also keep a register of their owners at the place where that management is exercised.
4.4 What information must the entity subject to the regime obtain?
Each entity subject to the regime must obtain, for each beneficial owner, their first name and surname, date of birth, nationality(ies), address (including municipality, postcode and state of residence), and information on the nature and extent of the control exercised. Identity and control relationships must be verified on the basis of relevant evidence.
The entity must in particular also determine whether the beneficial owner has an AHV number. If they do not have an AHV number, the entity must obtain a copy of their Swiss or foreign passport, Swiss or foreign identity card or Swiss residence permit.
4.5 What is reported to the Transparency Register?
The name and surname, date of birth, nationality(ies) and address (including municipality of residence, postcode and state of residence) of the beneficial owner, together with the required information on the nature and extent of their control, must be reported to the Transparency Register.
If a beneficial owner could not be identified or verified, all available relevant information must also be reported, including the name of the highest-ranking member of the governing body (as the person providing information), information on any control chain, and information on shareholders or members that have failed to comply with their reporting or information obligations towards the entity.
4.6 Who is responsible for the entity’s reporting obligations?
The highest-ranking member of the governing body of the entity subject to the reporting obligation must submit the reports to the Transparency Register. This is the chair of the management or, if the entity has no separate executive body, the president of the board of directors or the administration.
4.7 Can reporting responsibility be delegated?
Yes. The submission of the report may be delegated by power of attorney to internal personnel or third parties, such as lawyers or fiduciaries. However, ultimate responsibility for proper compliance with the reporting obligation always remains with the highest-ranking member of the governing body.
4.8 What happens if the highest-ranking member of the governing body changes?
Responsibility for the reporting obligations automatically passes to the new highest-ranking member of the governing body. That person should ensure that all previous reports are correct and complete and, where necessary, arrange for a new authorisation for the electronic platform.
If the highest-ranking member of the governing body is reported as a beneficial owner (because no person meets the criteria for being a beneficial owner; see Question 5.1), the new highest-ranking member of the governing body must accordingly be reported as a beneficial owner within one month (see Question 7.2).
4.9 How does this affect the existing obligations under articles 697j-697m CO and article 790a CO?
The existing provisions on identifying and documenting beneficial owners in articles 697j-697m CO (for corporations) and article 790a CO (for limited liability companies) will be repealed in full with effect from 1 October 2026. The reporting obligations of shareholders or members under the old law will be replaced by the new transparency obligations under the TLEA/TLEO.
The obligation of Swiss corporations and limited liability companies to keep a register of beneficial owners will cease and be replaced by their registration in the Transparency Register. However, these companies must retain the registers of beneficial owners prepared under the previous law for ten years after the TLEA enters into force.
It should also be noted that the provisions of article 697m CO (for corporations; in conjunction with article 790a para. 5 CO for limited liability companies), under which shareholders or members could exercise
their membership and proprietary rights in relation to the company only after fulfilling the reporting obligation concerning the beneficial owner, will be repealed.
Going forward, the Control Office responsible for monitoring reports to the Transparency Register may order the suspension of the participation and proprietary rights of the relevant shareholder or member if the reporting obligations are repeatedly breached or a breach is not remedied despite repeated requests.
5. Beneficial Owners
5.1 Who qualifies as a beneficial owner?
Beneficial owners are the “true” owners of a legal entity. For each legal form, the natural person at the top of the ownership or control chain of an entity must be identified, i.e. the person who ultimately controls the structure or derives an economic benefit from it. This may be a member or shareholder.
The entity may also be owned by other legal entities, persons acting in a fiduciary capacity or complex legal structures. In these cases, the control chain must be traced back to identify the person(s) who actually exercise control or derive an economic benefit from the legal structure.
Under the general definition, a beneficial owner is any natural person who ultimately controls a company by holding, directly or indirectly (through intermediary companies), alone or in concert with third parties, at least 25% of its capital or voting rights, or by controlling it in another way.
If no one meets these criteria, the highest-ranking member of the governing body is deemed to be the beneficial owner as a fallback.
5.2 What does control in another way mean?
Control in another way (i.e. other than through a direct or indirect interest of at least 25% of the capital or voting rights, held alone or in concert with third parties) exists in particular where a natural person, directly or indirectly, alone or in concert with third parties, has the legal right or actual ability to appoint or remove more than half of the members of the management or administrative body, veto important resolutions (e.g. changes to the purpose, management, corporate strategy or financing), or cause profit distributions or other disposals of assets.
This control may be based on legal or purely factual control mechanisms (e.g. shareholders’ agreements, provisions in the articles of association, fiduciary arrangements or relationships between closely related persons). It must therefore always be examined whether, in addition to a controlling interest, there are control instruments that establish significant control in another way.
The examples of alternative forms of control listed in the TLEO are not exhaustive. Determining whether control exists in another way always requires an assessment of the individual case. In particular, the structure of the entity and other relevant circumstances must be taken into account, such as the organisation of its capital or of a group to which it belongs.
5.3 How does indirect control through chains of ownership work?
An interest is indirect if the capital or voting rights are held through one or more intermediary persons, entities or trusts. Example: Person A holds 60% in Company X, and Company X holds 30% in Company Y. Person A therefore holds an indirect interest in Company Y. Control through an indirect interest exists where a person holds more than 50% of the capital or voting rights of an intermediary entity which, in turn, directly or indirectly holds at least 25% in the company subject to the reporting obligation. The threshold is therefore 25% at the first level and more than 50% from the second level onwards.
Example 1 (indirect control): Person A holds 60% in Company X. Company X holds 55% in Company Y. Company Y holds 30% in Company Z, which is subject to the reporting obligation. → Person A is deemed to be a beneficial owner of Company Z because they hold more than 50% at each intermediary level (60% in X, 55% in Y) and the final level holds at least 25% in Z (30%).
Example 2 (indirect control): Person B holds 100% in Company M. Company M holds 51% in Company N. Company N holds 25% in Company O, which is subject to the reporting obligation. → Person B is deemed to be a beneficial owner of Company O because they hold more than 50% at each intermediary level (100% in M, 51% in N) and the final level holds exactly 25% in O (25%).
Example 3 (no indirect control): Person C holds 80% in Company P. Company P holds 45% in Company Q. Company Q holds 60% in Company R, which is subject to the reporting obligation. → Person C is not deemed to be a beneficial owner of Company R because, at the second level (Company P’s interest in Company Q), they hold only 45% and therefore not more than 50%. The control chain is broken – even though Q holds more than 50% in R, this is insufficient.
6. Reporting Procedure
6.1 How and where is a report submitted to the Transparency Register?
Reports are generally submitted electronically via the platform EasyGov – Swiss Transparency Register operated by SECO or via an interface provided by the FDJP. Under certain conditions, a report may also be submitted via the competent cantonal commercial register office.
To submit reports to the Transparency Register via the EasyGov platform, at least one natural person must be registered on EasyGov for the relevant entity. A personal user account must first be set up for this purpose (see EasyGov – User registration). After registration, the person can select the entities for which they wish to submit reports (see the EasyGov FAQs and the relevant explanatory video).
The selected entity will receive a power of attorney form by post, authorising the registered person to carry out its dealings with the authorities. The power of attorney must be signed in accordance with the signatory powers registered in the commercial register. The signed power of attorney form may either be returned by post or uploaded to EasyGov.
Once the authorised person has been activated, the entity may fulfil its reporting obligations and any subsequent updating obligations via EasyGov from the TLEA’s entry into force on 1 October 2026.
6.2 Who may act for the entity before the Transparency Register?
In principle, any natural person may act vis-à-vis the Transparency Register for an entity, provided that they have registered on EasyGov and have been duly authorised for the relevant entity (see Question 6.1). Lawyers in particular may also be instructed to carry out these tasks. The lawyers at MLL Legal would be pleased to assist you in this regard.
7. Reporting Deadlines
7.1 What deadlines apply to the initial report to the Transparency Register (transitional periods)?
Newly incorporated Swiss companies must report their beneficial owners within one month after the company is entered in the commercial register.
For existing Swiss companies, please note that they must generally submit the initial report to the Transparency Register within one month after the first amendment to a commercial register entry, provided that the amendment is made after the TLEA enters into force. This applies even if the amendment does not relate to the beneficial owner. If there is no such amendment to the commercial register entry, the other transitional periods specified in the TLEA apply.
| Situation | Transitional Period from Entry into Force |
| Simple situations in which all beneficial owners are registered in the commercial register as members or officers | No later than 2 years |
| Corporations subject to an ordinary audit | 3 months |
| Corporations without an ordinary audit | 5 months |
| Other companies subject to an ordinary audit | 4 months |
| Other companies without an ordinary audit | 6 months |
| Foreign legal entities | 6 months |
| Obligation of financial intermediaries to report discrepancies | 6 months |
7.2 Within what period must changes be reported?
Changes must be reported to the Transparency Register within one month after the company becomes aware of them. In the case of changes in interests, a reporting obligation arises only if the interest crosses a relevant threshold (25%, 50% or 75%) upwards or downwards. Certain changes, such as changes to the company name entered in the commercial register, are carried over automatically and do not need to be reported separately.
7.3 What happens if the beneficial owner’s address changes?
A change of address of the beneficial owner must also be reported to the Transparency Register within one month, because the address is one of the details subject to reporting.
8. Simplified Reporting Procedure
8.1 Which companies are eligible for a simplified reporting procedure?
A simplified procedure is available to limited liability companies in which all members are natural persons, all beneficial owners are also members and control is exercised through an equity interest, as well as to one-person corporations whose sole shareholder is also the sole member of the board of directors and the sole beneficial owner. The simplified procedure is excluded in the event of liquidation, bankruptcy or a composition moratorium.
8.2 What is the simplified reporting procedure?
The simplified procedure consists of the company confirming the sole shareholder or member holding at least 25% of the capital as the beneficial owner. No further information on the beneficial owner is required.
8.3 What is an example of the simplified reporting procedure?
Mr. Müller is the sole shareholder and sole member of the board of directors of a small consultancy corporation. Since he holds all the shares and is the sole member of the board of directors, he can use the simplified procedure. He need only confirm that he himself is the beneficial owner; no further details are required.
9. Fees
9.1 What fees are charged?
Registration, amendment and deletion of an entry, as well as inspection and the issue of an entry confirmation, are free of charge. Reminders, requests and orders issued by the authority responsible for maintaining the Transparency Register or by the Control Office, as well as the issue of an extract from the Transparency Register, are subject to a fee. The amount of the fees for chargeable procedures is specified in the TLEO.
10. Sanctions
10.1 What consequences may the company face for failing to comply with its reporting obligation?
An intentional (deliberate) breach of the reporting or information obligation may result in a fine of up to CHF 500,000; failure to comply with a final and binding order (i.e. a binding decision) of the Control Office may result in a fine of up to CHF 100,000. In the event of repeated breaches or breaches not remedied despite a request, the Control Office may also, where the circumstances warrant, order the dissolution and liquidation of the company. In addition, the authority responsible for maintaining the Transparency Register may register a non-reporting company ex officio.
10.2 What consequences may the beneficial owner face for failing to comply with their duty to cooperate or report to the company?
Shareholders, members and beneficial owners themselves may also be punished by a fine of up to CHF 500,000 for an intentional breach of their reporting or cooperation obligation. If these obligations are breached repeatedly or a breach is not remedied despite repeated requests, the Control Office may also suspend the participation and proprietary rights of the person concerned.
11. Preparation for new Transparency Obligations
11.1 What measures should be taken to prepare for the new transparency regime?
Entities concerned should take the following steps at an early stage:
− Contact shareholders/members to clarify the relevant control relationships.
− Identify and document the beneficial owners.
− Register and authorise at least one natural person at an early stage to act via the electronic platform (and, if possible, a substitute), ideally before the TLEA enters into force. MLL Legal’s lawyers may also be authorised (or appointed as substitutes) and can take the relevant steps.
− Establish internal processes and responsibilities for continuously updating the data.
− Amend the articles of association to reflect the new statutory provisions.
− Ensure that reports are submitted to the Transparency Register on time, taking the statutory transitional provisions into account.
− Plan upcoming amendments to commercial register entries with a view to triggering the reporting obligations to the Transparency Register.
