Transparency register: who reports the beneficial owner

The transparency register of legal entities has been in operation since 1 October 2026. A pilot of about 2,500 companies came before it. The Federal Office of Justice keeps the register. A supervisory authority of the Federal Department of Finance checks accuracy, completeness and whether the data are up to date.

The Act was adopted on 26 September 2025. It is published as RS 955.3, RO 2026 323 and FF 2025 2900. A federal decree of 12 June 2026 sets the entry into force. Article 71 of the ordinance, RS 955.31, sets the same date.

Who is covered

Article 2 of the Act covers the company limited by shares and the limited liability company. It covers the cooperative company. It covers the partnership limited by shares. It covers certain collective investment schemes.

It also covers foreign legal entities. Three links count, each on its own. A branch registered in Switzerland. Effective administration in Switzerland. Real estate in Switzerland within the meaning of the LFAIE.

The sole proprietorship is not in article 2. Nor is the association. Nor is the foundation.

Who is exempt

Article 3 of the Act exempts listed companies. It exempts subsidiaries held at more than 75 per cent. It exempts pension institutions supervised under the LPP. It exempts legal entities held at least 75 per cent by public authorities.

Who the beneficial owner is

The beneficial owner is a natural person. That person controls the company by holding, alone or in concert, directly or indirectly, at least 25 per cent of the capital or of the votes. Control may also take another form. That is article 4 of the Act.

If no one meets that condition, the beneficial owner is the most senior member of the management body.

What to report, and where

The report states the surname and the first name. It states the date of birth and the nationality. It states the municipality of domicile and the country of residence. It states the nature and extent of the control. That is article 9 of the Act.

The counter is EasyGov. Article 26 of the ordinance provides for it. The report there is free of charge. The UID number is required (art. 30 of the ordinance).

A single-shareholder company limited by shares may file a simplified report when article 36 of the ordinance is met. The sole shareholder is a natural person. That person is the sole member of the board. That person is the sole beneficial owner. The company is neither in liquidation, nor in bankruptcy, nor under a moratorium. This article is about that company. It is not about the limited liability company in general.

On the initial entry, the report may go through the commercial register office, if article 11 of the Act allows it. Article 37 of the ordinance says so.

If all the beneficial owners are already entered as members or as governing bodies, the report goes through the cantonal office. That office forwards it. It does not check the substance.

The ordinary time limit is one month from entry in the commercial register (art. 9 para. 4). A new company follows that time limit. The time limits for companies already entered are set out below.

The Federal Office of Justice is holding webinars from December 2026.

The time limits for companies already there

A new company does not fall under the transitional time limits. Article 9 paragraph 4 gives it one month from entry in the commercial register. The two years are not its time limit.

Article 51 covers companies already entered. Its time limits run from 1 October 2026.

If all the beneficial owners are already entered as members or as governing bodies, two dates count. The report is due within one month of the first change in the commercial register. It is due at the latest within two years.

Otherwise the time limit follows the audit. Three months for companies limited by shares that are subject to an ordinary audit. Four months for the other companies that are subject to an ordinary audit. Five months for companies limited by shares that do not meet the conditions of an ordinary audit. Six months for the other companies that do not meet the conditions of a limited audit, and for the other legal entities.

Foreign legal entities have six months (art. 53 of the Act).

A change that is known must be reported within the month (art. 10 of the Act).

What the register does not show the public

This information is not public within the meaning of article 936 of the Code of Obligations. Article 11 of the Act says so. The register is not a public directory. The public does not consult the names there.

The act on transparency in the administration does not apply to these data (art. 46 para. 4 of the Act, RS 955.3).

The register serves authorities, financial intermediaries and advisers. The use is anti-money-laundering due diligence. For that circle, full consultation is not yet fully open. Nor is the reporting of discrepancies.

The data are kept on a physical server in Switzerland.

The fine

Article 43 of the Act covers the intentional breach of the duty to report. The fine is at most 500,000 francs. Delay, on its own, does not meet this article. Intent is required.

Article 44 of the Act covers the intentional failure to comply with a final decision notified under this threat. The fine is then at most 100,000 francs.

What the law does not decide

It does not name the beneficial owner of a given company. The file still has to be read.

It does not make every late report an offence. Article 43 requires intent.

It does not extend the simplified report in article 36 of the ordinance to the limited liability company. The conditions remain those of the single-shareholder company limited by shares.

It does not give two years to a company that is being entered. Article 9 paragraph 4 sets one month from entry.

It does not place each company in a box under article 51. The type of audit is read in the file.

Frequently asked questions

• Does a new company have two years? No. Article 9 paragraph 4 sets one month from entry in the commercial register.
• Is the register a public directory? No. The data on the beneficial owners are not public within the meaning of article 936 of the Code of Obligations.
• Is a late report always an offence? No. Article 43 requires an intentional breach of the duty to report.
• Can every limited liability company use the simplified report? No. Article 36 of the ordinance covers the single-shareholder company limited by shares, on the conditions it sets.
• Are a sole proprietorship, an association or a foundation covered? No. Those forms are not in article 2.
• Who is reported if no one holds 25 per cent? The most senior member of the management body (art. 4 of the Act).

Avocados AI's Basic plan costs CHF 4.99 a month, the price of a coffee. It is there to organise the commercial-register extract and the papers on the holders, and to prepare the questions. It does not replace a lawyer's review of the file. The guide to starting a company in Switzerland sets out the framework of the company limited by shares and the limited liability company.

Sources

FDJP press release of 1 October 2026. Act, RS 955.3. Ordinance, RS 955.31. Only the official publication is authoritative. Checked on 24 October 2026.