On 12 June 2026, Switzerland's Federal Council published the ordinance (Transparency Ordinance) implementing the rules set out in the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (Transparency Act), which will enter into force on 1 October 2026, superseding the rules on the identification of beneficial owners that are currently applicable.
The Transparency Act, passed by the Swiss Parliament in 2025, calls for the implementation of a centralised electronic register of beneficial owners operated by the Federal Office of Justice (the Transparency Register), which will store information on beneficial owners of Swiss entities and certain foreign legal entities with a Swiss nexus.
The following article answers key questions concerning this legislation.
1. Who is subject to the Transparency Act?
The Transparency Act will apply to a wide range of legal entities, including:
- Swiss entities: joint stock companies (SA/AG), limited liabilities companies (Sàrl/GmbH), cooperatives and investment companies with variable or fixed capital (SICAV/SICAF);
- foreign entities with a Swiss nexus: entities which have a branch office registered in Switzerland, an effective place of management in Switzerland, or own real estate in Switzerland; and
- trustees: who are domiciled or have their registered office in Switzerland or manage trusts in Switzerland, unless they are subject to the AMLA.
Listed entities and entities that are at least 75% owned by listed entities or public authorities, pension funds, Swiss associations, Swiss foundations and Swiss sole proprietorships are not subject to the Transparency Act.
2. Who has duties under the Transparency Act?
Entities subject to the Transparency Act must:
- identify their beneficial owners (BO): The Transparency Act defines the BO as the natural person who ultimately controls an entity by holding (directly or indirectly), alone or in concert with third parties, at least 25% of the capital or votes in that entity; or controls the entity by other means.
According to the Transparency Ordinance, indirect control is deemed to exist where a beneficial owner holds more than 50% of the share capital or voting rights of one or more intermediary entities, which themselves hold, directly or indirectly, at least 25% of the share capital or voting rights of the entity subject to the Transparency Act.
The Transparency Ordinance also defines "control by other means", which includes cases where a natural person has, directly or indirectly, alone or acting in concert with third parties, the right or the ability to do the following:
- appoint or remove more than half of the members of the board of directors of the entity;
- veto specific decisions of the entity (e.g. amendments to the corporate purpose, appointment of members of the management, amendments to or extension of the entity's strategy, planning of the budget, investments or financings of the entity); or
- cause the adoption of decisions leading to the distribution of the profits of the entity or other disposing actions regarding its assets.
The notion of "control by other means" also extends to any other method of exercising decisive influence over the entity (e.g. through agreements, debt instruments, the articles of association, family relationships or fiduciary relationships).
The highest-ranking member of the management board or the board of directors (if there is no management board) of the entity subject to the Transparency Act will be reported as the BO, if no natural person qualifies as a BO. If the entity cannot fully identify or verify the identity of a BO, the highest-ranking member described above must also be reported. However, that individual shall not be deemed a BO but shall instead be designated as the point of contact for the relevant authorities.
- collect information on each BO and on the nature and extent of their control: For each BO, the entity must collect the information necessary to determine the nature of its control - i.e., whether control is exercised alone or in concert, directly or indirectly, through shareholding or by other means (BO Information). Where the control is exercised through shareholding, the company must further determine whether the control relates to a portion of the share capital or voting rights of the entity ranging between 25% and 50%, between 50% and 75%, or exceeding 75%.
The information to be collected for each BO includes full name, date of birth, nationality, municipality of residence, postal code and country of residence. If a BO does not have a Swiss social security number, the company must obtain a proof of identity.
If two or more entities are involved in the chain of control, when a trust or fiduciary relationship is involved in the chain of control, or any of the BO is subject to a blocking measure within the meaning of the Swiss Embargo Act or the Act on Assets of Illicit Origin, BO Information must also be obtained with respect to the natural and legal persons involved in the chain of control (i.e. at the intermediate levels of control between the BO and the entity subject to the reporting obligations).
The BO Information must be duly documented and retained in the entity's records. The Board must ensure that the BO Information are always up to date and accessible in Switzerland.
- report the information collected to the Transparency Register: The highest-ranking member of the management board (or, if no such management board exists, of the board of directors) is required to electronically report the BO Information to the Transparency Register. This task may be delegated to a person outside the entity, but the ultimate responsibility remains with the entity.
In certain limited cases, entities may submit the BO Information through the commercial register rather than directly to the Transparency Register.
3. What are the applicable deadlines for fulfilling the disclosure obligations?
For Swiss entities, the BO Information must be reported within one month of registration in the commercial register. For in-scope foreign entities, the BO Information must be reported within one month of the entity becoming subject to the Transparency Act. Any changes to information already recorded in the Transparency Register must be reported within one month of the entity becoming aware of them.
The Transparency Act includes transitional provisions applicable to entities that already exist at the time the act comes into force. These entities must report their BO Information to the Transparency Register within one month of the first change to their commercial register entry following the entry into force of the Transparency Act, but no later than the following deadlines:
- For entities whose BO are registered in the commercial register as members or corporate bodies: the BO Information must be reported to the Transparency Register no later than 2 years after the Transparency Act comes into force.
- All other Swiss entities not fulfilling the above criterion must report the BO Information to the Transparency Register as follows:
Joint-Stock companies (SA/AG):
- If subject to an ordinary audit: within 3 months of the Transparency Act coming into force.
- In all other cases: within 5 months of its entry into force.
all other entities:
- If subject to an ordinary audit: within 4 months of the Transparency Act coming into force.
- In all other cases: within 6 months of its entry into force.
Entities whose BOs are already recorded in the commercial register as shareholders or as corporate bodies benefit from an exception allowing them to fulfill the reporting requirement within two years.
Duties of the shareholders of in-scope entities
Shareholders who, alone or in concert with third parties, hold shares in a manner that allows for ultimate control over an in-scope entity must provide the BO Information to the entity within one month of the control being established. Similarly, any change to the BO Information must be reported to the entity within one month of the shareholder becoming aware of it.
Duties of the BO
To allow the shareholders of in-scope entities and in-scope entities to fulfil their obligations, persons acquiring the status of BO must provide the BO Information to the shareholder holding the relevant shares or, if control is exercised "in another manner" or through a chain of control, directly to the entity. Any change to the BO Information must be reported within one month.
Legal persons governed by foreign law
The above duties also apply to foreign in-scope entities. Such entities must designate a representative or a service address in Switzerland when registering in the Transparency Register. Foreign entities and other entities organized under foreign law that are subject to transparency requirements pursuant to the benchmarks of the Global Forum on Transparency and Exchange of Information for Tax Purposes, which have their place of effective management in Switzerland, must maintain a register of their owners at their place of effective management.
Trusts
Trustees subject to the Transparency Act must identify the trust's BO, collect the BO Information, and document and keep records of the BO Information. Trustees, however, are not required to report the BO Information to the Transparency Register.
4. Will the information disclosed in the Transparency register be publicly accessible?
The transparency register will not be publicly accessible and may only be accessed electronically by certain Swiss authorities (including criminal prosecution authorities). Financial intermediaries and advisors subject to the Swiss Anti-Money Laundering Act can also access the transparency register to fulfil their KYC and due diligence obligations.
5. What should be done?
Swiss entities should, in principle, already have identified their BO in accordance with the currently applicable GAFI Rules. They should, however, verify that the BO identified under the GAFI Rules also qualify as BO within the meaning of the Transparency Act and that all required information is duly recorded and retained in their files. In addition, these entities should be prepared to report the relevant beneficial ownership information to the Transparency Register once it becomes operational.
Shareholders and BO should likewise verify that they have provided the relevant Swiss entity with complete and accurate information as required under the Transparency Act. Where any discrepancy or gap is identified, the necessary corrections or supplementary disclosures should be made without delay to ensure full compliance with the new regime.
Particular attention should be paid by foreign entities with a Swiss nexus, which may not previously have carried out any assessment of their BO under Swiss law. Such entities should carefully review their status under the Transparency Act and, where necessary, collect and maintain the required information.
All in-scope entities should be aware that the transitional deadlines are short. Hence, they should be ready to communicate the BO Information promptly once the Transparency Register opens for registration.
For further information on the Transparency Register and assistance with meeting your reporting obligations in a timely and compliant manner, please contact your CMS client partner or the CMS experts who contributed to this article.
