Swiss Transparency Register 2026: Who Must Register, Filing Deadlines & Compliance Checklist

The federal Transparency Register began operating on 1 October 2026, when the new Transparency Act came into force. Every in-scope legal entity must now report its beneficial owners once and keep that information current.

Many directors assume the Swiss Transparency Register 2026 filing deadline is a single date, or that their company has months or even two years to file. Neither is safe to assume. The statutory transition periods run from one month to two years, depending on the entity's legal form, its audit status and whether its beneficial owners already appear in the commercial register. A routine commercial-register change, such as a new director, can also bring the deadline forward to one month after publication.

This guide explains who must report, how to work out your earliest deadline, how to identify beneficial owners under the Swiss control rules, and what to prepare before filing on EasyGov.

What changed on 1 October 2026?

On 12 June 2026, the Federal Council decided that two Acts would enter into force on 1 October 2026: the Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners (TJPG/LETA) and the revised Anti-Money Laundering Act. Parliament had adopted both on 26 September 2025.

The two Acts do different things:

• The Transparency Act creates the reporting duty and the federal register of beneficial owners. Its implementing Transparency Ordinance (TJPV) sets out the detailed control and reporting rules.
• The revised AMLA extends due diligence duties to certain higher-risk advisory activities. Lawyers, fiduciaries and other advisers should check this separately, because it is a different question from their clients' register filings. For questions under the revised AMLA, see our Swiss AML regulatory advisory page.

The register launched after a pilot in which about 2,500 companies reported voluntarily. Not every function was ready on day one. The full register query and discrepancy reporting were postponed to a later date. Financial intermediaries' statutory duty to report discrepancies starts six months after entry into force (Art. 54 TJPG).

The register is not public. Under the official FAQ, access is limited to the control body, designated authorities, and financial intermediaries and advisers acting under the AMLA, and only for their legal tasks. A company cannot browse the register, but it can order an extract or a confirmation of its own registration.

Which entities must register?

Three scope traps come up repeatedly:

1. A foundation in the chain is not a dead end. A foundation cannot report in its own right, but where one controls a reporting company, Art. 7 TJPV identifies its beneficial owners: the founder, named beneficiaries or beneficiary groups, and persons with decisive appointment or allocation powers.
2. Swiss customers or a Swiss bank account do not create a reporting duty. For foreign entities, the triggers are a registered branch, actual administration in Switzerland, owning Swiss real estate, or acquiring it within the meaning of the BewG.
3. Exemptions depend on percentages. A subsidiary 70% owned by a listed parent is not exempt, because the listed-company exemption requires more than 75%.

Swiss Transparency Register filing deadlines

Article 51 TJPG sets the transitional deadlines for Swiss entities, and they run from 1 October 2026. The key rule is in Art. 51(1): an entity must file within one month of its first commercial-register change after commencement, and in any case no later than the maximum period for its category.

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Ordinary audit means ordinary audit. Only the ordinary audit under Art. 727 of the Code of Obligations counts. The FAQ confirms that companies with a limited audit, and those that have opted out of audit, fall into the five-month category (AGs) or the six-month category (other companies). It also notes that the wording of Art. 51(3)(d) is imprecise.

The SHAB trigger in practice. Suppose a GmbH registers a new managing director and the change is published in the Swiss Official Gazette of Commerce (SHAB) on 9 October 2026. The official FAQ gives exactly this example: the one-month period ends on 9 November 2026. A company that had planned around 1 April 2027 would have missed its deadline by almost five months.

For the three-month and four-month categories, the official FAQ does not give calendar dates. Work them out with your advisers, including how non-working days are treated, rather than relying on an unofficial calculation.

The two-year period is not an exemption. It applies only where every beneficial owner already appears in the commercial register as a shareholder or partner, or as an officer. A typical example is a GmbH whose natural-person shareholders are entered in the register. An AG whose shareholders are not in the register usually does not qualify unless the beneficial owner sits on the board. Even when it does apply, the first commercial-register change still triggers the one-month deadline.

New Swiss companies. A company entered in the commercial register after 1 October 2026 must report within one month of its entry (Art. 9(4) TJPG). Filing the report at the same time as the incorporation application is not required. However, if all of the company's beneficial owners are registered in the commercial register as shareholders/partners or officers, it may report through the cantonal commercial register office. The report is filed as a separate document confirming there are no other beneficial owners (Art. 11 TJPG; Arts. 32–37 TJPV). The one-month deadline still applies to this route.

Foreign entities: when the clock starts. Art. 53 gives foreign legal entities six months from commencement. That is a transitional rule for entities already within scope on 1 October 2026. For a foreign entity that comes within scope later, the ordinary rule appears to apply: one month after becoming subject to the Act (Art. 9(4), applied by Art. 17(1)). Hypothetical example: a German GmbH's Swiss branch is entered in the commercial register on 15 January 2027. It should plan to report within one month of that date, not by 1 April 2027. Seek Swiss legal confirmation for borderline cases.

To work out the earliest deadline:

1. Confirm the entity is in scope and not exempt.
2. Check whether every beneficial owner is already shown in the commercial register.
3. Confirm the legal form and whether the company is subject to ordinary audit.
4. Check for any SHAB publication since 1 October 2026, and any pending register filing.
5. For foreign entities, establish when the Swiss connection arose, and whether any property purchase is planned.
6. Take the earliest date that results, and record the reasoning.

How to identify beneficial owners

Under Art. 4 TJPG, a beneficial owner is a natural person who ultimately controls the company, either by holding at least 25% of the capital or votes (directly or indirectly, alone or jointly), or by controlling it in another way.

The Ordinance sets the indirect-control rule. A person controls indirectly if they hold more than 50% of the capital or votes of an intermediate entity that holds at least 25% of the company (Art. 2(2) TJPV). The extent of control reported is the intermediate entity's direct holding in the company (Art. 13(3) TJPV). Holdings are reported in bands: 25–50%, more than 50 up to 75%, and more than 75%.

The examples below are hypothetical.

Example A: direct ownership. A Swiss AG has four shareholders with 40%, 30%, 20% and 10% of the capital. The holders of 40% and 30% are beneficial owners. Now suppose the 10% holder owns voting shares that carry 28% of the votes. The test is capital or votes, so that shareholder is a beneficial owner too. Always check the share register for voting shares and agreements on voting rights.

Example B: a foreign holding chain. A Swiss GmbH is 60% owned by a Luxembourg company and 40% by an individual, Q. The Luxembourg company is owned 55% by R and 45% by S.

• Q is a beneficial owner directly, in the 25–50% band.
• R controls the Luxembourg company with more than 50%, so R is a beneficial owner. R's extent of control is reported as the intermediate's 60% holding, in the more-than-50-to-75% band.
• S is not a beneficial owner through the holding. Multiplying 45% by 60% gives 27%, which would wrongly suggest otherwise, because Swiss law does not use that calculation.

S may still need assessing for joint control with R, or for control through other means.

Example C: control without a qualifying stake. An investor holds 15% of a GmbH, and a shareholders' agreement gives it the right to appoint and remove a majority of the managing directors. Under Art. 3(1) TJPV, the power to appoint or remove more than half of the governing body is control by other means, so the investor's ultimate natural-person controller is a beneficial owner.

Joint control requires more than two shareholders who happen to vote the same way. Art. 4 TJPV covers persons who coordinate their conduct with third parties in order to exercise control. Suppose two individuals each hold 15% and have signed a pooling agreement to vote together on board elections and major decisions. Their holdings are assessed together (Art. 13(2) TJPV), so the combined 30% meets the threshold. Each is reported as a beneficial owner exercising control jointly.

Fallback versus unknown owner. These are two different situations:

• If no natural person meets any test, the top member of the senior management body is reported as the beneficial owner (Art. 4(2) TJPG).
• If a beneficial owner probably exists but cannot be identified or verified, the fallback does not apply. The company must document its enquiries (Art. 8(2)), report everything it has and state that verification failed (Art. 9(3); Art. 21 TJPV). The register then marks the entry with a note (Art. 34).

What information and documents to prepare

The law separates four layers:

• Collected and verified by the company (Art. 7 TJPG; Art. 10 TJPV). The beneficial owner's names, date of birth, nationalities, address and country of residence, and the nature and extent of control. The company must verify this information with due diligence, and can request supporting documents from shareholders, beneficial owners and third parties.
• Transmitted to the register (Art. 9(1) TJPG; Arts. 10 and 20 TJPV). Names, date of birth, nationalities, the municipality, postcode and state of residence, and the control information. A full street address is not among the reported fields in the Ordinance. Collect it for your own records, but report only what the filing asks for.
• Obtained where the rules require it (Art. 10(2) TJPV). The company must check whether each person has an AHV number. If not, it must obtain a copy of a passport, identity card or foreign national's permit.
• Uploaded. No provision requires documents to be uploaded with a standard report. Supporting documents go to the register only where it requests them under its procedure.

Chain details must be reported only in specified cases: where there are at least two intermediaries, a trust or fiduciary relationship, or a sanctions-related asset freeze (Art. 15 TJPV).

How the EasyGov filing process works

The TranspaReg guidance on EasyGov sets out the route:

1. Create a personal AGOV login.
2. Register on EasyGov.swiss with that login.
3. Link your user account to the company's UID.
4. Complete the authorisation. A power-of-attorney letter is sent to the company's registered address and must be signed by authorised signatories. The guidance says validation usually takes a few days.
5. If the company is already on EasyGov, an existing administrator can invite you through user and rights management instead.
6. Submit the beneficial-owner report.
7. Keep the confirmation and the working file behind it.
8. Set up a process for future changes.

Some entities can use simplified routes:

• Through the commercial register (Art. 11 TJPG). Where all beneficial owners are already registered as shareholders or partners, or as officers, the report can be made through the cantonal commercial register office when another fact is registered.
• Simplified procedures (Arts. 35–36 TJPV). These are available only to a GmbH whose shareholders are all natural persons, with control held through capital, and to a single-shareholder AG whose sole shareholder is the sole board member and only beneficial owner.

A company in liquidation, bankruptcy or a debt-restructuring moratorium cannot use the simplified procedures.

Reporting responsibility lies with the top member of the senior management body, who may delegate the filing but remains accountable (Art. 12 TJPG). A fiduciary that submits through its own AGOV account under a power of attorney is the company's representative. An adviser that only prepares the ownership analysis does not file.

Errors that delay or complicate reporting

Registration readiness checklist

• Internal coordinator named, for example by board resolution. This is a recommended governance control: the law makes the top member of the senior management body responsible (Art. 12)
• Written scope and exemption assessment, with supporting percentages
• Deadline memo: category, audit status, SHAB check and the resulting earliest date
• Planned commercial-register changes timed so the filing can be made within one month of SHAB publication
• Control map tracing to natural persons, including agreements and voting shares
• Written requests to shareholders for their Art. 13 notifications
• Identity data verified, and AHV status checked for each owner
• AGOV accounts created and EasyGov authorisation requested
• Second-person review of the data against the evidence before submission
• Confirmation filed, and a procedure for future changes approved

What happens after the first filing?

Under Art. 10 TJPG, changes must be reported within one month of the company becoming aware of them. Shareholders and beneficial owners have their own one-month duties to inform the company (Arts. 13–14).

A change in the extent of a holding must be reported only if it crosses one of the three bands (Art. 39(3) TJPV).

Example. A shareholder sells 30% of a GmbH to a new investor, so the investor's controller becomes a beneficial owner. The investor must notify the company within one month of acquiring control. The company must then update the register within one month of learning of it. A sensible internal control, though not a legal requirement, is for any share transfer approval to trigger an automatic register-update task.

Retention is a separate duty. The company must keep the beneficial-owner information and supporting documents for ten years after a person ceases to be a beneficial owner (Art. 8(3) TJPG). It must also keep its records current and accessible in Switzerland at all times (Art. 8(1)). Under the transitional rule in Art. 50, AGs and GmbHs must keep the beneficial-owner list they held under the previous law for ten years after the Act's entry into force. Supporting documents for that list follow the previous law's retention rules.

The register authority will start compliance checks at the earliest six months after commencement (Art. 52). Intentional breaches of the reporting duties can be fined up to CHF 500,000 (Art. 43). Wilfully disregarding a final order can be fined up to CHF 100,000 (Art. 44). Filing and updating are free. Reminders, rulings and extracts can be charged.

Frequently asked questions

Does a foreign entity need a Swiss contact for the register?

Yes. When a foreign legal entity registers under Art. 17 TJPG, it must name a representative or service address in Switzerland. An entity with actual administration in Switzerland must also keep its own register of owners (Art. 18). Plan both before its filing deadline, or before any property transaction.

Can we fix an error after filing?

Yes. Amending an entry is free, and the company must keep the information current and correct. Correct the data in EasyGov as soon as the error is identified, and keep a note of why the change was made. The register is based on self-declaration, so accuracy remains the company's responsibility.

The practical next step is to fix your earliest deadline before your next commercial-register filing and to start the EasyGov authorisation now. Some questions need a case-specific answer: which deadline category applies, how to analyse a holding chain under the Ordinance, and whether an unresponsive owner is a fallback or a verification case. ComplyFactor's Swiss Transparency Register compliance services can help with the deadline assessment, ownership mapping and preparation of a documented submission file. Filing itself is free through EasyGov, and any advisory work is separate from it.