Swiss Transparency Register

Entities subject to the TJPG

In particular, the following entities are subject to the TJPG:
• Stock corporations, limited liability companies, and cooperatives
• Corporations for collective investment schemes
• Trustees with registered office in Switzerland or administering trusts in Switzerland, unless subject to the Anti Money Laundering Act (AMLA)
• Foreign legal entities with a registered branch office in Switzerland, with their effective management located in Switzerland, or which own or acquire real estate in Switzerland.

Not subject to the TJPG are in particular listed companies (including subsidiaries which are more than 75%-owned by listed companies), associations, and foundations.

Obligations of Companies

Entities subject to the TJPG must identify their beneficial owner(s). Beneficial owner is any natural person who, directly or indirectly, alone or acting in concert with third parties, holds at least 25% of a company’s capital or voting rights or controls a company in any other way. If no beneficial owner exists, the most senior member of the governing body (generally the CEO) must be reported on a subsidiary basis.

The company must report to the Swiss Transparency Register, within one month, the reportable information on the identity of the beneficial owner(s) and on the nature and scope of the control, as well as any change in facts subject to registration. Reports are submitted electronically through the EasyGov platform (www.easygov.swiss). Alternatively, reporting may be made to the commercial register if all beneficial owners are entered into the commercial register as shareholders or managers.

Obligations of Shareholders and Beneficial Owners

Shareholders who, alone or acting in concert, acquire a controlling interest in an entity subject to the TJPG must report to the company, within one month, the reportable information concerning the beneficial owner(s) and any change to that information.

In addition, also beneficial owners must report their status as a beneficial owner within one month to the controlling shareholder or – depending on the structure of the control chain – directly to the company concerned.

Initial Reporting Deadlines

Companies subject to the TJPG must make their initial reporting to the Swiss Transparency Register within one month after the first commercial register entry made after 1 October 2026, but in any case no later than the following deadlines:
• Stock corporations subject to an ordinary audit obligation: 1 January 2027
• Other companies subject to an ordinary audit obligation: 1 February 2027
• Stock corporations not subject to an ordinary audit obligation: 1 March 2027
• All other companies: 1 April 2027
• Companies for which all beneficial owners are already entered in the commercial register as shareholders or managers: 1 October 2028

Access to Register Data

The Swiss Transparency Register is not public. The data in the Swiss Transparency Register can be accessed online by the control body of the Federal Department of Finance and various other authorities. Financial intermediaries and advisers within the meaning of the AMLA may with some limitations also access the data in the Swiss Transparency Register online to the extent required to fulfil due diligence obligations under the AMLA.

Sanctions

Intentional violations of reporting and information obligations, as well as false statements made to the control body of the Federal Department of Finance are subject to fines of up to CHF 500,000. For repeated violations or violations which remain unremedied upon a respective warning, the control body may suspend the participation and financial rights of the affected shareholders or order the dissolution and liquidation of the legal entity in accordance with applicable bankruptcy provisions.

Specific action required

For entities subject to the TJPG, we recommend:
• Early registration on the EasyGov platform (www.easygov.swiss).
• Early review whether the existing identification of the beneficial owner(s) meets the requirements of the TJPG, in particular in case of more complex ownership structures.
• Determine the initial reporting deadline and prepare the filing with the Swiss Transparency Register, in particular taking into account the accelerated one-month reporting deadline which is triggered by each commercial register entry made after 1 October 2026.

The Corporate Team at Reichlin Hess is pleased to assist you with any questions regarding the new Swiss Transparency Register.