New Transparency Register – what companies need to know

The commercial register does not reveal a company’s economic ownership structure, particularly in cases of multi-level ownership. Economic ownership and formal register entries can diverge. The TJPG aims to provide transparency regarding the actual beneficial owners of companies, thereby enabling the authorities to combat money laundering and terrorist financing more effectively. Once the TJPG is in force, the previous GAFI provisions in the Code of Obligations (Art. 697j–697m CO, Art. 790a CO) will be repealed. Due to the sensitive nature of the data, the register will not be publicly accessible, but certain authorities, such as criminal and police forces, the Money Laundering Reporting Office, and land registries will have access. The register will be maintained by the Federal Office of Justice.

All companies registered in Switzerland will be covered, including stock corporations (AG), limited liability companies (GmbH), cooperatives, partnerships limited by shares, and investment companies (SICAV and SICAF). The reporting obligation applies to all companies, including SMEs, regardless of turnover, balance sheet total or number of employees. Foreign companies may also be subject to reporting obligations, particularly if they have a registered branch in Switzerland, conduct their management activities from Switzerland, or hold real estate in Switzerland. Listed companies, pension funds, state-owned companies, and associations and foundations are excluded.

Beneficial owners must be recorded in the transparency register. A beneficial owner is defined as any natural person who directly or indirectly controls a company. Control exists if a person holds at least 25% of the capital or voting rights. The decisive factor is always the economic reality, not just the formal shareholding. Control can be exercised in other ways too, such as through the right to appoint or remove the majority of the board of directors, a veto right over company decisions, or voting agreements, which are often found in shareholders' agreements. Family arrangements between shareholders can also lead to joint control being assumed. Specifically: If five siblings each hold 20% of the shares and coordinate company matters within the family, all five are considered beneficial owners. Similarly, if several shareholders are bound by a shareholders' agreement with a voting agreement and together hold at least 25% of all shares, each member of the agreement is considered a beneficial owner, regardless of their individual shareholding. If, despite careful examination, no natural person can be identified as a beneficial owner, the highest-ranking member of the governing body is considered the beneficial owner by default: the chairman of the board of directors in the case of a company limited by shares (AG) and the chairman of the management board in the case of a partnership limited by shares (GmbH).

So, what needs to be done now? The company must identify its beneficial owners, collect and verify the necessary information, and report it to the transparency register. This report must be submitted electronically via the EasyGov platform (easygov.swiss), and registration is free of charge and can be done now.

The TJPG provides certain simplifications for companies with a straightforward organisational structure. For newly founded companies, the initial report must be submitted within one month of their entry into the commercial register. Existing companies have different transitional periods ranging from three months to two years, depending on their ownership structure.

Companies with complex ownership structures should start preparing before 1 October 2026, as they may be subject to the shortest transitional periods.

Regardless of the transitional period, it is important to note that the report must be made within one month of the first change to the commercial register entry after the TJPG comes into force. Therefore, an ongoing commercial register mutation — for instance, a change in the board of directors — triggers the reporting obligation immediately, even if the transitional period has not yet expired.

The TJPG replaces previous civil law consequences for breaches of reporting obligations with criminal sanctions. Anyone who intentionally violates reporting or information obligations, or provides incorrect information, risks a fine of up to CHF 500'000.00. Intentionally disregarding legally binding orders from the supervisory authority can result in a fine of up to CHF 100'000.00. However, negligent action, such as forgetting to report a change, is not punishable.

Therefore, companies are well advised to start preparing before 1 October 2026 by taking the following steps: checking and updating the share register or register of quota holders; identifying and documenting beneficial owners, taking into account any shareholders' agreements and family ties; and setting up the AGOV login and linking the EasyGov account with the UID (the validation process takes several days). Internal processes should also be defined to ensure that changes in beneficial ownership are recorded and reported in a timely manner.