On 1 October 2026, the Swiss Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), its implementing ordinance (TJPV), and the revision of the Anti-Money Laundering Act (AMLA) all enter into force. Switzerland is thereby introducing, for the first time, a central electronic register of the beneficial owners of companies – the Transparency Register, maintained by the Federal Office of Justice.
Affected legal entities will report their beneficial owners directly to the Transparency Register, replacing the previous purely internal record-keeping duties under Art. 697j et seq. and Art. 790a of the Swiss Code of Obligations (CO), which are repealed once the TJPG takes effect. The reform is intended to bring Switzerland in line with international standards on combating money laundering and terrorist financing.
Beyond identifying and reporting beneficial owners, the reform brings several related duties: the reporting company bears the actual filing duty: it must identify, verify, document and report its beneficial owners to the register, generally within one month, while the share/member register under Art. 686/790 CO must still be kept in parallel. This filing duty is supported by separate cooperation and disclosure duties on shareholders and beneficial owners themselves – they must proactively inform the company of the relevant facts and substantiate them on request, generally within one month, but they do not report directly to the register themselves. Unlike the Commercial Register, the Transparency Register is not publicly accessible; only listed authorities and, for AMLA due-diligence purposes, financial intermediaries and certain advisors have access. Non-compliance is addressed in stages – from a request to remedy the defect, through suspension of rights, up to dissolution as a last resort – with fines of up to CHF 500,000 for intentional violations. The EasyGov.swiss filing platform is intended to be available once the new rules enter into force on 1 October 2026 and is currently being tested in a pilot phase; certain technical and procedural questions are still being finalised.
Key Takeaways
At a glance: The TJPG, TJPV and revised AMLA enter into force on 1 October 2026. Affected companies must identify, verify, document and report their beneficial owners to a new central register – replacing the former internal reporting duties under Art. 697j ff. and Art. 790a CO. Deadlines range from three months to two years depending on company structure. The register is not publicly accessible, and the technical implementation via EasyGov.swiss is still being finalised.
Timeline
- 26 September 2025 – Swiss Parliament adopts the TJPG
- 16 June 2026 – Start of the pilot phase (Federal Office of Justice tests infrastructure and processes)
- 1 October 2026 – TJPG, TJPV and revised AMLA enter into force; the Transparency Register is intended to become available via EasyGov.swiss
Transition periods apply for entities that already exist when the law enters into force. Which deadline applies depends on whether the beneficial owners are already visible in the Commercial Register:
- Up to 2 years from entry into force, provided all beneficial owners are already registered as shareholders or officers in the Commercial Register
- Where beneficial owners are not already visible in the Commercial Register, staggered deadlines apply based on the entity's audit requirements:
- 3 months – companies limited by shares (AG) subject to an ordinary audit
- 4 months – other legal forms (e.g. LLCs) subject to an ordinary audit
- 5 months – companies limited by shares that do not meet the requirements for an ordinary audit
- 6 months – other legal forms that do not meet the requirements for a limited statutory audit, and remaining legal entities
- 6 months (uniform) for foreign legal entities with a nexus to Switzerland – regardless of audit status
Separately, and independently of which of the above periods applies: any newly incorporated company, or any change entered in the Commercial Register after 1 October 2026, triggers its own 1-month filing deadline. This 1-month deadline runs in parallel and does not replace a longer transition period that may still be running for the entity's other beneficial owners – both should be tracked separately when planning Commercial Register filings.
Who Must Report?
The reporting obligation applies in principle to:
- Swiss companies limited by shares (AG) and partnerships limited by shares, LLCs (GmbH) and cooperatives
- Open-ended and closed-ended investment companies (SICAV/SICAF) and limited partnerships for collective investment schemes
- Foreign legal entities with a branch registered in the Swiss Commercial Register, with actual administration in Switzerland, or with real estate in Switzerland
- Trustees resident or domiciled in Switzerland, or administering a trust from Switzerland – reporting the trust's settlor, protector and beneficiaries in place of shareholders, since trusts are not a Swiss legal institution but are recognised under the Hague Trust Convention
Exempt in particular are sole proprietorships and partnerships; listed companies and their subsidiaries held more than 75% (already subject to stock-exchange transparency rules); pension funds; companies at least 75% publicly owned by the Confederation, a canton or a municipality; and associations and foundations.
Associations and foundations were not exempt from the outset: earlier drafts included Commercial-Register-registered associations and foundations within scope, but Parliament carved both out entirely in its final vote on 26 September 2025, partly because foundations in particular have no beneficial owner in the ordinary sense.
Who Must Be Reported?
A beneficial owner is, in principle, any individual who ultimately controls a legal entity. The TJPV distinguishes three types of control:
- Direct participation: at least 25% of the capital or voting rights in the reporting entity itself
- Indirect participation: at least 50% of the capital or voting rights in one or more intermediary entities, which themselves hold at least 25% in the reporting entity
- Control by other means: e.g. through arrangements with third parties, voting agreements, or comparable arrangements
In multi-tier ownership structures, the full chain of control must be disclosed; legal entities acting as intermediaries are looked through to the individual at the end of the chain.
Fallback rule: Where, despite diligent enquiries, no individual meeting the control criteria can be identified (e.g. in the case of widely dispersed shareholdings), the most senior member of the entity's governing body may be reported as beneficial owner in substitution. This substitute filing must be documented and the underlying enquiries evidenced.
The same applies where, despite careful enquiries, reasonable doubt remains as to whether the identified person is in fact the true beneficial owner. The company should be able to demonstrate that its enquiries to identify a genuine beneficial owner were unsuccessful.
Regardless of who is substantively considered the beneficial owner, responsibility for a correct and timely filing always rests with the entity's senior governing or management body – even where operational implementation is delegated internally or externally.
What Actions Companies Must Take Now
Although the first filing deadlines only start running once the law enters into force on 1 October 2026, it is advisable to begin preparations early – particularly for companies with complex ownership or control structures. Affected companies should in particular:
- assess whether, and to what extent, they fall within the scope of the TJPG
- analyse their ownership and control structure
- identify their beneficial owners and gather the required information
- determine the transition period that applies to them
- review existing internal processes and corporate documents for any need to adapt them
