Switzerland is introducing a significant new corporate transparency regime that will require companies to identify and register their beneficial owners through a central national register. The new framework, established under the Federal Act on the Transparency of Legal Entities (TLEA), will come into force on 1 October 2026 and is expected to have a substantial impact on Swiss companies and foreign entities with a presence in Switzerland.
The legislation was adopted by the Swiss Federal Assembly on 26 September 2025, with the referendum period concluding on 15 January 2026. The Act forms part of Switzerland’s broader efforts to strengthen anti-money laundering controls and align its legal framework with the latest recommendations of the Financial Action Task Force (FATF).
A New Era of Corporate Transparency
A key feature of the TLEA is the creation of a central transparency register, overseen by the Federal Office of Justice. This register will replace the current beneficial ownership provisions contained within the Swiss Code of Obligations and introduce a more robust and comprehensive reporting framework.
Under the new rules, companies will be required to identify their beneficial owners, verify their identities and control structures, and submit this information electronically through the federal EasyGov platform. Companies must also maintain sufficient documentation to demonstrate ownership and control arrangements and ensure their constitutional documents remain compliant with the new legislation.
In addition, the TLEA introduces separate reporting obligations for both direct shareholders and beneficial owners, further strengthening transparency requirements throughout ownership structures.
Which Entities Are Affected?
The new rules apply to the majority of legal entities established under Swiss corporate law, including:
- Stock corporations (AG)
- Limited liability companies (GmbH)
- Partnerships limited by shares
- Cooperatives
The legislation also extends to certain foreign entities that have a connection to Switzerland, such as those operating through a branch, maintaining effective management in Switzerland, or owning Swiss real estate.
Expanded Definition of Beneficial Ownership
The TLEA aligns its definition of beneficial ownership with the principles set out in Switzerland’s Anti-Money Laundering Act: a beneficial owner is defined as any natural person who ultimately controls a company through ownership of at least 25% of the share capital or voting rights, or who otherwise exercises a dominant influence over the entity.
The Act also strengthens requirements around indirect ownership. Companies must now trace control through intermediary entities where ownership reaches 50% or more – lowering the previous threshold of more than 50%.
Where no individual can be identified under these criteria, responsibility falls to the most senior executive, such as the CEO or chairperson of the board, who will be deemed the beneficial owner for reporting purposes.
Strict Deadlines for Compliance
The TLEA introduces a phased implementation timetable, with compliance deadlines varying according to the type of entity and its audit status following the Act’s entry into force:
- Within 3 months: corporations that are subject to a standard audit
- Within 4 months: non-corporate entities that undergo a standard audit
- Within 5 months: corporations that are not subject to a standard audit
- Within 6 months: non-corporate entities that are not required to undergo a restricted audit
- Within 2 years: companies whose beneficial owners are already listed as members of the governing body in the commercial register, typically simple ownership structures or single-shareholder entities
Businesses should be aware of an important exception: any change recorded in the commercial register after 1 October 2026 can significantly accelerate the reporting deadline. Even routine administrative changes, such as a change of registered office or the appointment of an authorised signatory, may reduce the filing period to just one month.
Significant Penalties for Non-Compliance
The new legislation introduces substantial sanctions for companies that fail to meet their obligations.
Non-compliance can result in fines of up to CHF 500,000, alongside a range of administrative measures. Depending on the severity of the breach, authorities may suspend participation and asset rights or, in extreme cases, order the dissolution and liquidation of the company.
Key Exemptions
While the TLEA has a broad scope, certain entities are exempt from the new transparency register requirements.
These exemptions include:
- Listed companies whose equity securities are admitted to trading on a recognised Swiss or foreign stock exchange, as well as subsidiaries in which such listed companies directly or indirectly hold more than 75% of the voting rights or share capital
- State-controlled entities, where public authorities, including the Swiss Confederation, cantons or municipalities, directly or indirectly own at least 75% of the capital or voting rights
- Certain pension institutions, including registered pension funds, vested benefits institutions and pillar 3a institutions
- Associations and foundations, which are generally excluded from the scope of the legislation
Companies that believe they qualify for an exemption should carefully assess their position and maintain appropriate records demonstrating the basis for the exemption before 1 October 2026.
Preparing for the New Requirements
With the implementation date approaching, companies should begin assessing their readiness for the new regime. Key preparatory steps include:
- Identifying all beneficial owners under the new TLEA definition
- Reviewing ownership structures and control chains, including intermediary entities
- Determining the applicable transition period and filing deadline
- Evaluating any planned commercial register changes that could trigger accelerated reporting requirements
- Updating articles of association to comply with the new regulation
- Establishing internal processes and documentation procedures to support ongoing compliance
- Preparing for registration once filings become available through the transparency register
Why Early Action Matters
The introduction of the Swiss Transparency Register represents one of the most significant changes to Swiss corporate transparency requirements in recent years. While organisations with straightforward ownership structures may face a relatively simple registration process, those with multi-layered holding structures will need to gather and verify additional information relating to their control chains.
By taking action, companies can minimise compliance risks, avoid last-minute filing challenges, and ensure they are fully prepared when the TLEA comes into force on 1 October 2026.