What Start-ups and SMEs Need to Know Now
On October 1, 2026, Switzerland will introduce a national, non-publicly accessible transparency register for beneficial owners. It is based on the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) and its implementing ordinance (TJPV). The aim is to strengthen the fight against money laundering and terrorism financing through improved transparency regarding the actual ownership and control structures of legal entities. This gives rise to a prompt need for action for most Swiss companies as well as certain foreign legal entities with a connection to Switzerland.
1. Who Is Affected?
2. Who Qualifies as a Beneficial Owner?
The beneficial owner must be reported to the authorities.
A beneficial owner is any individual who ultimately controls the company – directly or indirectly, alone or in concert with third parties – through:
- Ownership: at least 25% of the capital or voting rights, directly or through a control chain.
- Control «by other means»: e.g. the right to appoint the majority of the governing body, veto rights over important resolutions, determination of profit distributions, family ties, or fiduciary relationships
- Acting by mutual agreement: several persons exercise control in a coordinated manner (e.g. simple partnership, shareholder agreement).
- Subsidiarily: if no one meets these criteria (e.g. a widely dispersed shareholder base), the highest-ranking member of the governing body is deemed to be the beneficial owner.
3. Core Obligations of the Company
- Identify: proactively determine the beneficial owners, including the nature and extent of control and, where applicable, the control chain.
This is a key obligation and requires the company to obtain the information from its shareholders.
- Verify: verify identity with appropriate diligence (a risk-based approach is permissible); request supporting documents.
- Document: retain the information and supporting documents so that they are accessible at any time in Switzerland – retention period of 10 years from the date on which the beneficial ownership ceases.
- Report: report to the transparency register electronically (EasyGov) or – if the beneficial owners are fully entered in the commercial register (i.e. a GmbH or single-member AG being newly registered) – in a simplified manner via the cantonal commercial register office (simultaneously with the filing of a commercial register transaction), in each case within 1 month of registration or change.
The highest-ranking member of the governing body is responsible; delegation to third parties (e.g. a trustee) is possible, but responsibility remains with the company.
4. Deadlines for Initial Reporting
The initial report must be submitted within one month of the first change to the commercial register entry after October 1, 2026, but no later than:
5. Obligations of Shareholders and Beneficial Owners
Shareholders/members: must report the beneficial owner to the company within 1 month of a controlling interest arising and provide supporting documents upon request.
Beneficial owners: must report their status to the shareholder or the company and cooperate in the identification process.
6. Penalties for Non-compliance
Intentional violations of the reporting obligation (constructive intent being sufficient) or the provision of false information to the supervisory body expose companies, shareholders, and beneficial owners to fines of up to CHF 500,000.00. In the event of repeated or unremedied violations, the supervisory body may also suspend participation and economic rights or – in serious cases – order the dissolution and liquidation of the legal entity in accordance with bankruptcy provisions.
7. Who Has Access?
The transparency register is not public. Access is limited to: the supervisory body (FDF), certain authorities (including law enforcement, MROS, tax authorities, and land registry offices), as well as financial intermediaries and advisors in the context of their AMLA due diligence obligations. The company itself may obtain an extract of its own data at any time.
8. Recommended Course of Action
- Record the ownership and control structure for each company and identify the beneficial owners in advance. Reach out to your shareholders early on.
- Review and update existing documents (share register, articles of association, shareholder agreements).
- Assign internal responsibility for identification, documentation, and reporting (governing body or delegated trustee/legal department).
- Determine the applicable initial reporting deadline and schedule it internally (reporting possible from October 1, 2026).
- Prepare EasyGov access or review the reporting channel via the commercial register office.
- Establish a process for tracking changes and for periodic review.
