The new Transparency Register

What is the new legislation about?

The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) and the corresponding implementing ordinance (TJPV) entered into force on 1 October 2026.

At the heart of the legislation is a new central register of beneficial owners (Transparency Register). It will contain information on the individuals who actually control companies. Its purpose is to provide a transparent picture of companies’ actual control structures and their beneficial owners.

The register is maintained under the responsibility of the Federal Office of Justice.

Who is affected by the new legislation?

The TJPG applies to virtually all Swiss companies (and, in some cases, foreign legal entities), in particular public limited companies, private limited companies and cooperatives.

Certain legal entities are excluded from the scope of the TJPG, such as foundations and associations, companies controlled by public authorities, pension funds and other pension schemes subject to statutory supervision, or companies listed wholly or partly on the stock exchange.

Who qualifies as a beneficial owner?

The TJPG establishes new identification, documentation, registration and reporting obligations.

Under the TJPG, a beneficial owner of a company is defined as any natural person who ultimately controls a company by holding, directly or indirectly, alone or in concert with third parties, at least 25 per cent of its capital or voting rights, or who controls it in any other way.

This gives rise to the following four categories of control, which must be assessed (and reported):

• Control through a direct participation (capital or voting rights)
• Control through an indirect participation (capital or voting rights)
• Control by other means (veto rights, rights to appoint or remove members of governing bodies, etc.)
• Control through acting in concert

If no individual meets the criteria for a beneficial owner, the most senior member of the governing body is deemed to be the beneficial owner by way of default. If the legal entity has a separate executive management body, Chair of the Executive Board (CEO) is deemed to be the most senior member; otherwise, it is the Chair of the Board of Directors or the Administrative Board.

Are there any simplifications regarding the reporting process?

The TJPG (and TJPV) provides for simplified reporting procedures for limited liability companies and single-member corporations. 

What are the deadlines, and how is the notification made?

Beneficial owners identified under the TJPG must be reported to the Transparency Register from 1 October 2026 onwards, within one month of the company’s entry in the Commercial Register. Any change to a fact entered in the Transparency Register must also, in principle, be reported within one month of becoming known.

For companies or legal entities already in existence on 1 October 2026, the TJPG provides for transitional periods of three to six months from the date of entry into force for the initial notification.

Reports must be submitted electronically via www.easygov.swiss.

Is the Transparency Register public?

The Transparency Register is generally not accessible to the public. Access is reserved for the supervisory body, authorities, financial intermediaries and advisers within the scope defined by law.

What are the consequences of non-compliance?

Under the TJPG, a deliberate breach of the reporting and disclosure obligations may be penalised with a fine of up to CHF 500,000, whilst failure to comply with orders may result in a fine of up to CHF 100,000.

What should your company do?

The TJPG provides for generous transitional periods of three to six months from the date of entry into force (1 October 2026) for existing companies or legal entities to make their initial notification. Nevertheless, we recommend taking the following steps without delay:

• Clarification of the ownership and control structures for each individual legal entity falling within the scope of the TJPG.
• Obtain relevant information and documents (personal data, share register, shareholders’ agreement, etc.).
• Identify the beneficial owner or owners in accordance with the TJPG and TJPV.
• Submit the report to the Transparency Register by 31 December 2026 or, at the latest, by the end of the applicable transitional period.

Challenging issues can arise, particularly in the case of complex and multi-layered shareholding structures and international arrangements. Sufficient time should be allowed for these factfinding exercises.