The new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) and its implementing ordinance (TJPV) will take effect on October 1, 2026. The centerpiece of the legislation is the introduction of a national transparency register, maintained by the Federal Office of Justice. The transparency register will not be publicly accessible. The obligations under the TJPG apply to most Swiss companies as well as certain foreign legal entities and require prompt action – in some cases as early as October 1, 2026.

1. What Companies Are Affected?

The TJPG applies to corporations (AGs), limited liability companies (GmbHs), cooperatives, collective investment schemes (SICAVs, SICAFs, KmGKs), and other entities. Trustees who are based in Switzerland or who manage trusts in Switzerland are also subject to the law, unless the Anti-Money Laundering Act (AMLA) applies.

The TJPG applies to foreign legal entities if they have a registered branch in Switzerland, if their actual management is located in Switzerland, or if they hold or acquire real estate in Switzerland.

Exempt from the TJPG are, among others, associations (Vereine), foundations (Stiftungen), listed companies (including their subsidiaries if they hold more than 75%), pension funds, and companies that are at least 75% state-owned.

2. What Specific Steps Must Companies Take?

2.1 Identification of Beneficial Owners

Companies must proactively identify their beneficial owners. A beneficial owner is any individual who ultimately controls the company by holding, directly or indirectly, alone or in concert with third parties, at least 25% of the capital or voting rights.

The TJPG also covers control «by other means» – for example, through the right to appoint a board majority, to block certain important resolutions, or to influence profit distribution decisions. The ordinance lists a number of control instruments such as shareholder agreements, options, debt instruments, or fiduciary relationships.

If no person meets the control criteria, the highest-ranking member of the company’s governing body is deemed to be the beneficial owner.

In addition to personal details, the company must determine the nature and extent of control (sole/joint, direct/indirect, ownership stake: 25–50% / >50–75% / >75%). If control is exercised through a control chain involving at least two intermediate entities or a trust, information regarding this control chain or trust must also be obtained.

Companies must request supporting documents from shareholders, beneficial owners, and third parties, and must verify the identity of the beneficial owners with the diligence required by the circumstances; a risk-based approach is permissible.

2.2 Documentation

The information obtained must be documented and retained in such a way that it can be accessed at any time in Switzerland. The retention period is ten years from the date on which a person ceases to be a beneficial owner.

2.3 Reporting to the Transparency Register

Companies must report the identity of their beneficial owners to the transparency register. If a company cannot identify its beneficial owners in a satisfactory way, it must say so and must submit all relevant information available to it, including the name of the highest-ranking member of its governing body.

A simplified procedure applies to certain limited liability companies and single-member corporations. If all beneficial owners are already registered as shareholders or members of a governing body in the commercial register, the company can submit its beneficial ownership report to the commercial register.

Reports must be submitted to the transparency register within one month of the company’s entry in the commercial register or of its subjection to the TJPG. Changes must be reported within one month of the company becoming aware of them. The highest-ranking member of the company’s governing body is responsible for submitting the report; delegation is possible, but the responsibility remains with that member.

2.4 Deadlines for Initial Reporting to the Transparency Register

The initial filing with the transparency register must be made within one month after the first change to the commercial register entry occurring after October 1, 2026, but no later than the following dates:

• Corporations subject to full audit: Latest reporting date: January 1, 2027

• Other companies subject to full audit: Latest reporting date: February 1, 2027

• Corporations not subject to full audit: Latest reporting date: March 1, 2027

• Other Swiss companies / foreign legal entities: Latest reporting date: April 1, 2027

• Companies whose beneficial owners are all registered as shareholders or members of governing bodies in the commercial register: Latest reporting date: October 1, 2028

For shareholders who have fulfilled their previous (i.e., current) obligation to report beneficial owners, the reporting obligation under the TJPG is deemed fulfilled if the reported persons are also considered beneficial owners under the TJPG.

Existing registers of beneficial owners of corporations and limited liability companies must be retained until October 1, 2036. As currently, the supporting documents must be retained for ten years after the person has been removed from the list.

3. What Must Shareholders Do?

Shareholders and other company members who, individually or jointly, acquire a controlling interest must report the beneficial owner to the company within one month of the control acquisition. Any changes must also be reported within one month. Upon request by the company, the relevant information and supporting documents must be provided.

4. What Must Beneficial Owners Do?

Anyone who becomes a beneficial owner under the TJPG must report this to the shareholder holding the relevant shares or, if control is exercised «by other means» or through a control chain, to the company.

Beneficial owners and third parties involved in the chain of control must cooperate in the identification process and provide the necessary information and supporting documents.

5. What Penalties Apply for Non-compliance?

Intentional violations of the reporting obligations (constructive intent is sufficient) by companies, shareholders, and beneficial owners are subject to fines of up to CHF 500,000. The same applies to providing false information to the supervisory body (a section of the Federal Department of Finance that oversees compliance with the TJPG). In case of repeated violations or violations that have not been remedied despite multiple requests, the supervisory body can suspend a shareholder’s voting and economic rights. The supervisory body can also order the dissolution and liquidation of a legal entity.