What Legal Entities Need to Know

Swiss stock corporations, limited liability companies (GmbHs), and cooperatives are specifically required to register. Also covered may be, for example, limited joint-stock partnerships, SICAVs, and SICAFs, as well as foreign legal entities with ties to Switzerland, such as those with a branch office, administrative headquarters, or real estate holdings in the country. However, sole proprietorships, general partnerships, limited partnerships, associations, and foundations are not subject to the reporting requirement. In addition, the law provides for further exceptions, such as for publicly traded companies and their subsidiaries, as well as for occupational pension funds; these must be assessed on a case-by-case basis.

The affected companies must independently identify, verify, document, and report their beneficial owners to the transparency register.

As a general rule, any natural person who ultimately controls a company, directly or indirectly, alone or in concert with third parties, is considered the beneficial owner. Control is deemed to exist, in particular, when a person holds at least 25 percent of the capital or voting rights. Control exercised in other ways, such as through contractual rights, must also be taken into account. In the case of multi-tiered ownership structures, the chain of control must be traced back to the natural persons who actually exercise control.

What are the deadlines?

For existing companies, phased transition periods will apply starting October 1, 2026:

• three months for stock corporations subject to mandatory audits;
• four months for other companies subject to mandatory audits;
• five months for stock corporations not subject to mandatory annual audits;
• six months for all other companies subject to reporting requirements.

If all beneficial owners are already registered as shareholders or members of governing bodies in the Commercial Register, a transition period of up to two years may apply.

However, a change to the Commercial Register after the law takes effect may trigger a one-month reporting deadline.

After the initial registration, the information must be kept up to date and accurate. Changes must generally be reported within one month. The report is usually submitted electronically via EasyGov and may be filed by an authorized third party. The senior-most member of the governing body is responsible for filing the report.

What are the potential consequences of noncompliance?

Missing, incomplete, or outdated information may trigger investigations by regulatory authorities, as well as fee-based reminders, demands, or orders. Anyone who intentionally violates a statutory reporting requirement, intentionally fails to file a required report, or provides false information to the regulatory authority may be subject to a fine of up to CHF 500,000.

We provide support with implementation

Weassist with:

• determining whether and by when the company is subject to reporting requirements;
• analyzing the ownership and control structures provided by the company;
• the technical assessment of complex ownership and control structures;
• preparing the required reporting data;
• the administrative submission of the report as an authorized third party;

We recommend reviewing the ownership and control structures early on and compiling the necessary information.

We would be happy to discuss with you the specific obligations that apply to your company.