Introduction of a new Swiss Transparency Register

The new regime aims to strengthen Switzerland's framework for combating money laundering and terrorist financing and to align Swiss law more closely with international standards on beneficial ownership transparency. Its core element is a centralised federal register of beneficial owners of legal entities (Transparency Register), maintained by the Federal Office of Justice. A dedicated audit unit within the Federal Department of Finance (Kontrollstelle) will be responsible for verifying the accuracy, completeness and currency of the information recorded in the Transparency Register.

The Transparency Register will not be publicly accessible. Access will be limited to competent authorities and, subject to statutory requirements, to financial intermediaries and advisers subject to the Anti-Money Laundering Act to the extent such access is necessary for the performance of their due diligence obligations.

Scope and definitions

The LETA applies to a broad range of Swiss legal entities, including corporations (Aktiengesellschaften), limited liability companies (Gesellschaften mit beschränkter Haftung), partnerships limited by shares (Kommanditaktiengesellschaften), cooperatives (Genossenschaften), SICAVs, SICAFs and limited partnerships for collective investment schemes. The regime also extends to certain foreign legal entities with a close connection to Switzerland, including entities with a Swiss branch, entities effectively managed in Switzerland, and foreign entities that acquire or hold Swiss real estate. Specific reporting obligations also apply in relation to trusts and trustee reporting.

Certain entities are exempt from the scope of the LETA. In particular, it does not apply to legal entities whose equity securities are listed on a stock exchange, subsidiaries in which more than 75% of the equity is held, directly or indirectly, by one or more listed companies, occupational pension institutions and institutions serving pension purposes that are supervised under the relevant provisions of the Federal Act on Occupational Old Age, Survivors' and Invalidity Pension Provision, and legal entities in which at least 75% of the equity is held, directly or indirectly, by one or more public bodies.

Under the LETA, a beneficial owner is a natural person who ultimately controls a legal entity. Control exists where a person holds, directly or indirectly, alone or in concert with others, at least 25% of the capital or voting rights, or otherwise exercises control over the entity. Control may also exist in the absence of a qualifying equity interest, including through shareholder agreements or other contractual arrangements, such as veto rights, or the right to appoint or remove a majority of the governing body, capital instruments, including options or convertible debt, trust or fiduciary arrangements, relationships between related persons, or comparable mechanisms that enable a person to exercise decisive influence over the company.

If no natural person can be identified based on these criteria, the most senior member of the governing or management body shall be deemed to be the beneficial owner.

Associations and foundations are not themselves subject to the LETA. However, where an in-scope entity is controlled by a Swiss foundation or association, look-through reporting obligations apply. For foundations, the actual founder, named beneficiaries, beneficiary classes, and any person with the power to appoint or dismiss the foundation's representatives or alter distributions are treated as beneficial owners of the controlled entity. For associations, the beneficial owner is the person who ultimately exercises effective control over the association's decisions.

Reporting obligations and timelines

General

Companies subject to the LETA must identify their beneficial owners and report the required information electronically to the Transparency Register. Required information includes name, date of birth, nationality, country and city of residence, and the nature and extent of the control exercised (sole/joint, direct/indirect, ownership stake: 25–50% / >50–75% / >75%). Companies must also determine whether the beneficial owner has a Swiss social security (AHV) number. If no AHV number exists, the company must obtain and retain a copy of a valid passport, identity card or Swiss residence permit.

Where the beneficial owner is a legal entity, the information to be reported generally includes the company name, legal form, registered office and, where available, the UID number or equivalent foreign identification number.

Companies must retain sufficient supporting documentation to enable the reported information to be verified. Such documentation must be kept for 10 years following the date on which the relevant individual ceases to qualify as a beneficial owner.

Information on control chain

The obligation to obtain information on the control chain applies where control is exercised through at least two intermediate persons or entities, or through a trust. This enhanced transparency requirement also applies where asset-freezing measures have been imposed on at least one beneficial owner under the Embargo Act or the Federal Act on the Freezing and Restitution of Unlawfully Acquired Assets of Foreign Politically Exposed Persons.

Shareholders and beneficial owners are subject to corresponding disclosure obligations vis-à-vis the company. Where information on the control chain must be reported, companies are required to collect and maintain additional information regarding the relevant intermediate entities and trusts.

Notifications

Notifications to the Transparency Register must be made by the most senior member of the governing or management body. While the submission process may be delegated internally or to a third party, responsibility for the accuracy and timely submission remains with the relevant senior governing or management body member.

Companies must designate at least one individual authorised to act on their behalf in matters relating to the Transparency Register. Such authorisation must generally be granted in writing. Foreign legal entities are additionally required, upon registration with the Transparency Register, to designate a representative or establish a domicile in Switzerland.

Notifications will generally be filed electronically via the federal reporting platform EasyGov. Persons submitting notifications must register and authenticate themselves on the platform.

Newly registered Swiss legal entities must report their beneficial owners to the Transparency Register within one month of their registration in the commercial register. Any changes to the registered information must be reported within one month of the relevant change. Foreign legal entities that become subject to the LETA are required to submit the relevant notification within one month of becoming subject to the LETA.

Where the extent of a beneficial owner's participation changes, a notification is generally required only if the change results in the beneficial owner crossing one of the statutory ownership thresholds (25–50%, >50–75% or >75%).

Reporting deadlines

The deadlines for the initial reporting depend on the type of company:

Corporations subject to regular audit must report their beneficial owner(s) by 31 December 2026;
Other companies subject to regular audit must report by 31 January 2027;
Corporations not subject to regular audit must report by 28 February 2027;
Other legal entities (including foreign) must report by 31 March 2027;
Companies whose beneficial owners are all registered as quotaholders or members of governing bodies in the commercial register: by 30 September 2028.

It should be noted, however, that any filing with the commercial register (e.g. change of signatories) after 1 October 2026 triggers an accelerated one-month deadline to report the beneficial owner(s).

Simplified procedure

Certain entities may benefit from simplified reporting procedures. In particular, a simplified filing process is available for a limited liability company (GmbH) where all quotaholders are natural persons, all beneficial owners are quotaholders, control is exercised solely through capital participation, and the GmbH is not in liquidation, bankruptcy or a debt-restructuring moratorium. A simplified filing is also available for a single-shareholder corporation (AG) where the sole shareholder is also the sole board member and the sole beneficial owner, and the AG is not in liquidation, bankruptcy or a debt-restructuring moratorium. In both cases, no additional beneficial-owner information is required beyond confirmation that these conditions are met.

Enforcement and sanctions

The audit unit may review whether the information recorded in the Transparency Register is accurate, complete and up to date. If deficiencies are identified, it may require corrective measures to be taken. In cases of serious or repeated non-compliance, this may ultimately result in the dissolution and liquidation of the company in accordance with the rules governing bankruptcy proceedings.

The LETA also introduces criminal sanctions. Intentional breaches of reporting and disclosure obligations, and the intentional provision of false information to the audit unit or to third parties acting on its behalf, may be punished by fines of up to CHF 500,000. Criminal liability attaches to the natural persons responsible for the relevant notifications or disclosures. In addition, any person who intentionally fails to comply with a final decision of the competent authority may be subject to fines of up to CHF 100,000.

Practical impact

In practical terms, Swiss companies should prepare for additional compliance work. This includes identifying ultimate beneficial owners, collecting and verifying the required information, maintaining supporting documentation, assigning responsibility for electronic filings, and updating registered information following changes in ownership or control. Registration on EasyGov is already recommended. Companies should note that the existing internal register of beneficial owners under Swiss company law will no longer be sufficient once the LETA enters into force, as the relevant information must also be reported to the Transparency Register.