Legal Compass Switzerland: Corporate Law

a) Transparency Register

1. Principle

The fundamental concept of the consultation draft has been retained. Switzerland is introducing a central, non-public federal register of beneficial owners, which will be maintained by the Federal Department of Justice and Police (FDJP). Every legal entity subject to the act must identify its beneficial owners, verify their identity as well as the nature and extent of their control, and report this information electronically to the register. The objective remains to strengthen the fight against money laundering and to align Swiss legislation with international standards, in particular the recommendations of the Financial Action Task Force (FATF).

2. Beneficial Owner and Control

The TJPG defines the term “beneficial owner” as any natural person who controls a company by directly or indirectly holding, alone or in concert with third parties, at least 25 % of the capital or voting rights, or who controls the company by other means. The concept of control has been further specified in the TJPV. Accordingly, direct control exists where the capital or voting rights of a company are not held through one or more intermediary natural persons, legal entities, or trusts. By contrast, indirect control is exercised through such intermediary natural persons, legal entities, or trusts. They must hold directly or indirectly at least 25 % of the capital or voting rights of the relevant company, while the beneficial owner must control more than 50 % of the capital or voting rights of the intermediary legal entity. The ordinance further specifies what constitutes control by other means. Such control exists in particular where a person has the right or the actual ability to appoint or dismiss the majority of the members of the management or administrative body, to exercise a veto over material corporate resolutions, or to effect profit distributions or other dispositions of assets.

Where no control is exercised according to the above criteria, the highest-ranking member of the company’s governing body is deemed to be the beneficial owner.

The nature and extent of control must be recorded, including whether control is exercised alone or jointly, directly or indirectly, and the relevant participation band (25–50 %, over 50–75 %, or over 75 %). Where the control chain involves at least two intermediary entities or a trust, the company must also obtain information on the relevant control chain or trust. As under current law, shareholders and quotaholders must report the beneficial owner. The report must be made within one month of the control arising. Upon request by the company, shareholders and quotaholders must provide the necessary information and supporting documents. The company must obtain relevant supporting documentation and verify, with the level of diligence required by the circumstances, both the identity of the beneficial owners and their status as such, while a risk-based approach remains permissible.

3. Foundations and Associations Excluded from Scope

The 2023 draft provided that associations and foundations subject to registration would also fal within the scope of TJPG. However, in the course of parliamentary deliberations, foundations and associations were definitively excluded from the scope of the transparency register.

The following entities therefore remain within the scope of application: Swiss capital companies (AG, GmbH), limited partnerships, cooperatives, investment companies for collective investment (SICAV/SICAF/KmGK), trustees (domiciled/registered in Switzerland or administering their trusts in Switzerland), and foreign legal entities with their place of effective management, real property, or a branch in Switzerland. The following entities continue to be excluded: listed companies and their majority-owned subsidiaries (over 75 %), pension institutions, and legal entities that are owned (more than 75 %) by public entities.

4. Extended Register Access

In the consultation draft, access to the register was essentially limited to authorities. The adopted act significantly expands access rights. In addition to the competent police, administrative, and criminal authorities of the Confederation and the cantons, the Money Laundering Reporting Office (MROS), and the authorities in the area of mutual assistance in tax matters, financial intermediaries and advisors subject to the AMLA will now have access to the transparency register to the extent necessary to fulfil their due diligence obligations. However, Parliament rejected the introduction of a presumption of correctness for the transparency register, as is the case with the commercial register. Accordingly, financial intermediaries and advisors remain obligated to independently fulfil their own due diligence obligations under the AMLA. They may not rely exclusively on the register entries.

Financial intermediaries are required to report discrepancies between their own client data and the entries in the transparency register within 30 days, where such discrepancies give rise to serious doubts as to whether the register information relating to beneficial ownership is correct, complete, or up to date. However, there is no active obligation to reconcile all client relationships with the register upon the entry into force of the TJPG. Authorities are likewise required to notify the transparency register where they have doubts regarding the correctness, completeness, or timeliness of the information.

For tax authorities, access to the register has been significantly restricted so that they may no longer access the register for the performance of their general tasks. Only the competent authority in the area of mutual assistance in tax matters will have access to respond to mutual assistance requests and to fulfil Switzerland’s obligations.

5. Reporting Procedure

Reporting to the transparency register is carried out in principle via an electronic platform, whereby the legal entity must authorise at least one person in writing to act on its behalf via the platform. The highest-ranking member of the governing body is responsible for submitting the report; delegation is possible, but responsibility remains with that member. Alternatively, the report may be submitted through the competent commercial registry office, provided that all beneficial owners are already registered as shareholders or officers in the commercial register. The TJPV additionally provides for a simplified reporting procedure for limited liability companies (GmbH) and single-shareholder stock corporations where all quotaholders or the sole shareholder are natural persons and simultaneously qualify as beneficial owners. In both cases, the report is limited to a mere confirmation of the beneficial owner – no further information is required.

b) AMLA Revision: New Due Diligence Obligations for Advisors

The imposition of due diligence obligations on advisors, which was still envisaged as an integral part of the TJPG in the consultation draft, was separated by Parliament and treated as a separate revision of the AMLA. This division enabled focused deliberation and led to a significantly revised regulatory framework.

1. Restricted Catalogue of Covered Activities

While the consultation draft provided for broad coverage of advisory services, Parliament significantly narrowed the catalogue of covered activities. Only advisors (in particular lawyers, notaries, and fiduciaries) who professionally participate in financial transactions in connection with the following legal transactions are now subject to the AMLA:

• Transactions involving non-operating legal entities, in particular domiciliary companies (formation/establishment, management/administration, contributions/distributions, and purchase/sale of legal entities by non-operating legal entities);
• Purchase and sale of real property;
• Formation and establishment of legal entities with their registered office abroad;
• Provision of domicile or registered office for legal entities for a period of more than six months.

The advisory activity must make a causal contribution to the specific legal transaction. Thus, purely abstract and general legal inquiries without a connection to a specific legal transaction does not fall within the scope of the catalogue. The concept of “professional activity” has been defined more precisely in the GwV as an independent economic activity aimed at continuous income. An advisory activity is deemed professional in any event where annual gross revenue exceeds CHF 50,000, where more than 20 clients/legal transactions are handled per year, where affected assets exceed CHF 5 million, or where transaction volume exceeds CHF 2 million per year.

The newly covered activities do not mean that such activities may not be carried out as such. However, advisors must observe certain due diligence obligations when providing the listed activities and are required to file a report with MROS where certain facts or suspicions indicative of money laundering or terrorist financing arise.

2. Extensive Exceptions

The act adopted by Parliament contains a detailed catalogue of exceptions that was not yet provided for in the consultation draft. The following activities are excluded from the scope of application in particular:

• Transfers of real property and legal entities with a value below CHF 5 million, provided that the purchase price is paid and received exclusively through banks or other financial intermediaries subject to the AMLA;
• Transactions in connection with family law, matrimonial and marital property law, inheritance law, or gifts;
• Corporate activities for operating legal entities and charitable foundations as well as for operationally active associations with their registered office in Switzerland;
• Pure notarisations without accessory advisory services;
• Purchase of owner-occupied residential property;
• Audit and review activities carried out by persons licensed or supervised by the Federal Audit Oversight Authority.

In the consultation draft, the tension between the reporting obligation and professional secrecy was recognised but not conclusively resolved. For this reason, the AMLA was amended so that in the adopted act, lawyers and notaries are not considered advisors when performing activities relating to judicial, criminal, administrative, or arbitration proceedings (including representation in proceedings and advice or inquiries concerning the preparation and conduct of proceedings). The reporting obligation to MROS applies to lawyers and notaries only when they carry out financial transactions in the name of or on behalf of their clients and the relevant information is not protected by professional secrecy. Furthermore, professional secrecy is safeguarded by providing that compliance with AMLA obligations by lawyers and notaries is reviewed directly by the self-regulatory organisation (SRO), but rather by specifically appointed professional colleagues who are themselves subject to professional secrecy.

c) Outlook and Recommendations for Action

With the TJPG and the AMLA revision, Switzerland closes a long-standing regulatory gap and aligns its legal framework with international standards. At the initiative of various industry associations, the entry into force of both acts and their ordinances was postponed to 1 October 2026.

The deadlines for the initial report to the transparency register vary. Where all beneficial owners of a company are already identifiable from the commercial register, the reporting deadline is 1 October 2028. For all other companies, significantly shorter deadlines apply:

• Stock corporations subject to ordinary audit: 1 January 2027;
• Other companies subject to ordinary audit: 1 February 2027;
• Stock corporations without ordinary audit requirement: 1 March 2027;
• All other Swiss legal entities and foreign legal entities: 1 April 2027.

Following the first amendment to the commercial register entry after 1 October 2026 or upon the initial registration of a company in the commercial register, the company must file the initial report within one month of the commercial register entry (but no later than within the deadlines mentioned above).

Once the initial report has been filed, any changes in beneficial ownership or information recorded in the transparency register must be reported within one month of the company becoming aware of them. Furthermore, the existing registers of beneficial owners maintained under prior law must not be destroyed. They must be retained until 1 October 2036, while supporting documents must continue to be retained for ten years after the relevant person has been removed from the register.

Intentional violations of the reporting obligations by companies, shareholders or beneficial owners may be sanctioned by fines of up to CHF 500,000. In cases of repeated or unremedied violations, the competent supervisory authority may also suspend voting and economic rights or, in serious cases, order the dissolution and liquidation of the legal entity.

Where no inquiries regarding beneficial owners have been made to date or no register has been maintained, we recommend commencing documentation at an early stage. Existing registers of beneficial owners must be continuously updated, and it must be ensured that the current beneficial owners have been reported to the company. In all cases, ownership structures, shareholder agreements and other control arrangements should be reviewed, and internal processes for reporting to the transparency register must be established.

Advisors newly subject to due diligence obligations should familiarize themselves at an early stage with the requirements for joining an SRO and initiate the necessary measures. Those already active as advisors on 1 October 2026 must submit an application for SRO affiliation by 1 December 2026 and may continue existing business relationships only until the decision is rendered. Financial intermediaries that also perform advisory activities must likewise notify the supervisory authority/organisation by 1 December 2026. There are no transitional periods for due diligence obligations, and accordingly advisors must comply with them from the date the AMLA revision enters into force.

We will continue to monitor the legal situation and developments closely and are happy to assist you with any matters related to the introduction of the new regulations.