KRFACTS AUGUST 2026 ISSUE The forthcoming introduction of a federal register of beneficial owners

On 26 September 2025, Parliament passed the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), alongside the amendment to the Anti-Money Laundering Act (AMLA). At the heart of the TJPG is the central transparency register, in which the beneficial owners of all companies and legal entities subject to the Act are recorded. The two Acts, together with the associated ordinances, will come into force on 1 October 2026. The most important questions regarding this are answered below in advance.

The Transparency Register: Purpose and Access

The Transparency Register is intended to increase transparency regarding the beneficial owners of legal entities and to enable the authorities to access this information swiftly, in particular to combat money laundering and financial crime and to enforce sanctions. At the same time, it serves to implement international requirements, in particular the standards of the Financial Action Task Force (FATF). The register is not accessible to the public. In addition to the supervisory authority of the Federal Department of Finance (FDF), various authorities are authorised to access it within the scope of their statutory duties, as are financial intermediaries and advisers in the course of fulfilling their due diligence obligations. Upon the entry into force of the TJPG, the transparency provisions previously enshrined in the Swiss Code of Obligations (in particular Articles 697j–697m and Article 790a of the Swiss Code of Obligations) will be repealed and replaced by the new, uniform system of the Transparency Register.

The companies and legal entities concerned

The TJPG applies in particular to companies limited by shares (AG), limited liability companies (GmbH), cooperatives, partnerships limited by shares, and certain investment companies (SICAVs, SICAFs and limited partnerships for capital investment schemes). Also covered are legal entities governed by foreign law with a Swiss branch, actual management in Switzerland or real estate holdings in Switzerland, as well as trustees of trust assets with their registered office or management activities in Switzerland. The reporting obligation applies regardless of turnover, balance sheet total or number of employees; no specific exemption is provided for SMEs. The only exceptions are listed companies and their direct or indirect subsidiaries in which more than 75 per cent of the shares are held, pension funds, companies in which the state holds a majority stake, general partnerships and limited partnerships, as well as associations and foundations. The transparency provisions focus on the beneficial owners of these companies and legal entities, i.e. those natural persons who ultimately control a company through a direct or indirect holding of at least 25 per cent of the share capital or voting rights, or by other means. The decisive factor here is actual control over the company: this may exist even without a shareholding, or with a comparatively small one, for example through the right to appoint or dismiss the majority of the members board of directors, through veto rights over significant corporate decisions, or through voting agreements, as are frequently stipulated in shareholder agreements. If, despite careful scrutiny, no such person can be identified, the most senior member of the governing body is deemed to be the beneficial owner by default.

Overview of the key new obligations

As before, the company must actively identify who the beneficial owners are and, in doing so, obtain the following information: surname, first name, date of birth, nationality, address, country of residence, and the nature and extent of control. All information must be documented, kept up to date on an ongoing basis and must be accessible in Switzerland at all times. The retention period is ten years after the person ceases to be a beneficial owner. However, this information must now not only be retained within the company but also actively reported to the Transparency Register maintained by the Federal Office of Justice (FOJ). The initial notification must be made within one month of entry in the Commercial Register. Changes must also be reported within one month. Notification to the Transparency Register is made electronically via the ‘EasyGov’ platform. The registration required to use the platform can be completed now and is free of charge.

The senior member of the governing body is primarily responsible for the notification. Delegation is possible, but the responsibility remains with the senior member. Shareholders or partners with a controlling interest must notify the company of the beneficial owner within one month. The beneficial owner is also required to report and must cooperate with the verification process.

Monitoring and enforcement mechanisms, measures and penal provisions

Compliance with these obligations is monitored by an supervisory body affiliated with the FDF. The TJPG also stipulates that financial intermediaries such as banks, trustees and asset managers, as well as public authorities, must report any discrepancies between register entries and their own information. Depending on the circumstances, the supervisory authority may take various measures, ranging from requesting further information, through amending existing register entries and the withdrawal of participation and property rights from non-compliant shareholders or partners, to the dissolution and liquidation of the legal entity. The Act also provides for various criminal offences punishable by fines of up to CHF 500,000.00, which are prosecuted by the FDF.

Implementation deadlines and transitional provisions

For existing companies falling within the scope of the TJPG, the Act provides for different transitional periods, ranging from three months to two years following the Act’s entry into force on 1 October 2026, depending on the type of company. Irrespective of the transitional period applicable in each individual case, the following applies: if a change is made to the entry in the commercial register after the TJPG comes into force, the notification must be submitted to the transparency register within one month of that change. We therefore recommend that you prepare for the new obligations at an early stage, update and document the beneficial owners, and set up the login required for registration in the transparency register. Our experts are available to answer any questions you may have or to assist with the implementation of the transparency obligations.