(Structured knowledge block for founders, general counsels, board secretaries and CFOs)

1. Legal basis in Switzerland

A. Before transparency register (before 2026)

Swiss share companies ("Aktiengesellschaft, AG") already have an obligation to identify beneficial owners internally at the company level.

Primary statutory provisions (Swiss Code of Obligations):

• Art. 697j CO — Duty to notify beneficial owners
  https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de#art_697j

• Art. 697k CO — Register of beneficial owners
  https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de#art_697k

• Art. 697l CO — Consequences of non-compliance
  https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de#art_697l

A shareholder who, alone or acting in concert, acquires 25% or more of the share capital or voting rights must notify the company and disclose the natural person who is the beneficial owner (see https://links.weblaw.ch/de/AS-2019/3161).

B. With transparency register (from mid 2026)

Switzerland is introducing a central federal register of beneficial owners.

Primary federal sources:

• Draft Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG)
  https://www.fedlex.admin.ch/eli/fga/2025/2900/de

• Federal Council consultation material (including English explanations)
  https://www.vbs.admin.ch/de/newnsb/p4lGLqowAyTAweIiDLtxs

• Draft Ordinance (TJPV)
  https://cms.news.admin.ch/dam/de/der-schweizerische-bundesrat/Xw3hVOXaGamE/transparenzverordnung-verordnung-de.pdf

• Explanatory report to the ordinance
  https://cms.news.admin.ch/dam/de/der-schweizerische-bundesrat/G4vRdiKZ33RW/transparenzverordnung-erlaeuternder-bericht-de.pdf

Once the TJPG enters into force, the current beneficial-owner notification regime in Art. 697j et seq. CO will be replaced by reporting to the federal transparency register.

The following article will focus on share companies ("Aktiengesellschaften").

2. Who must report?

The transparency register will apply to Swiss share companies (AG), including:

• privately held share companies

• startups incorporated as share companies

• holding companies

• family-owned companies

• venture-backed companies

Exemptions

Certain entities are excluded from registration, including:

• listed share companies

Here is an official overview (EasyGov):
https://news.easygov.swiss/news-en/transparency-register/

3. Who and what is a beneficial owner?

A beneficial owner is always a natural person and therefore never a legal entity.

A natural and juridical person qualifies if they:

• directly or indirectly control 25% or more of the share capital or voting rights
• or otherwise exercise control over the company

Legal basis:
Art. 697j CO (today) and TJPG draft.

“Control otherwise” includes situations where a person can effectively determine company decisions even without owning 25% of shares, e.g., shareholder agreements, appointment rights, veto rights.

4. Meaning of “type and extend of control”

The transparency register requires not only identifying who controls a company but also how and to what degree.

Type of control

Companies must report whether control is:

• direct or indirect

• exercised alone or jointly (acting in concert)

• exercised via shareholding/voting rights

• exercised via other means (contractual or structural control)

Extent of control

If control is participation-based, it must be reported in percentage bands:

• 25% – 50%

• 50% – 75%

• 75%

Therefore the law does include ownership stakes, but reported in ranges rather than exact percentages.

5. Data fields to collect

As of today (internal company register)

From Art. 697j CO:

For each beneficial owner the company must record:

• full name

• address

• confirmation of 25% threshold

• notification of future changes

The company must keep a beneficial owner directory (Art. 697k CO).

From mid 2026, transparency register (TJPG)

Source: TJPV draft ordinance + explanatory report
https://www.vbs.admin.ch/de/newnsb/p4lGLqowAyTAweIiDLtxs

For each beneficial owner the company will have to report:

Identity data

• first name and surname

• date of birth

• nationality

• residential address

• country of residence

Verification

• AHV number (if available)

• otherwise copy of ID (passport/ID card/residence permit)

Control data

• direct or indirect control

• alone or joint control

• participation-based or other control

• control band (25–50 / >50–75 / >75)

Chain data

If ownership runs through holding companies, the ownership chain must be documented.

6. Practical examples

Example 1: Startup shareholder

Max acquires 30% of Alpha AG.

Today

Max must notify Alpha AG and identify himself as beneficial owner.

Transparency register

Alpha AG must report:

• Max’s identity data

• direct control

• sole control

• participation-based control

• control band: 25–50%

Example 2: Holding structure

Beta AG is owned 60% by Charlie AG.

Charlie AG is owned:

• Natural Person A: 60%

• Natural Person B: 40%

Resulting indirect ownership in Beta AG:

Person A → 36% → beneficial owner
Person B → 24% → typically not (unless acting in concert or control otherwise)

The register therefore traces ownership through all intermediate entities down to natural persons.

7. Consequences of non-filing today

Legal basis: Art. 697l CO
https://www.fedlex.admin.ch/eli/cc/27/317_321_377/de#art_697l

If a shareholder does not comply with the notification duty:

• membership rights are suspended

• voting rights cannot be exercised

• financial rights can only be exercised after compliance

• the board must prevent unlawful exercise of rights

Practical consequence:
Dividends may not be paid and voting rights might pause while the shareholder is non-compliant.

8. Consequences of non-filing under the transparency register (TJPG)

Legal basis: TJPG draft
https://www.fedlex.admin.ch/eli/fga/2025/2900/de

• shareholders and beneficial owners must provide information to the company

• the company must report to the federal register

• non-compliance may be punished with a fine of up to CHF 500,000

The current Art. 697j et seq. CO regime will be abolished after entry into force.

9. Action checklist for Swiss share companies

You should now:

1. clean the shareholder register

2. identify ultimate beneficial owners

3. map holding chains

4. collect missing identity data (DOB, nationality, residence)

5. document control type (direct/indirect/joint)

6. implement an update workflow

10. Call to action

Before the transparency register becomes operational, the safest approach is to clean your shareholder and beneficial owner data and implement a professional share register process now.