Switzerland’s New Beneficial Ownership Register: Implications for Cross-Border Structures

The Federal Act on the Transparency of Legal Entities (TJPG) creates Switzerland’s first centralised register of beneficial owners. For international investors, fund structures, and their counsel, the new regime raises immediate compliance questions.

On 26 September 2025, the Swiss Parliament adopted the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG). For the first time in Swiss corporate law, a centralised federal register of beneficial owners will be maintained by the Federal Office of Justice (BJ), replacing the fragmented system of privately held share registers and beneficial owner lists under Articles 697j et seq. of the Code of Obligations (CO).

The TJPG is part of a broader legislative package that also revises the Anti-Money Laundering Act (GwG), extending AML due diligence obligations to certain advisory activities related to entity formation, corporate structuring, and domicile provision. The referendum period expired on 15 January 2026 without a referendum being launched. Entry into force is expected in the second half of 2026.

The timing is driven by Switzerland’s upcoming FATF fifth-round mutual evaluation, scheduled for 2026–2027. The current FATF assessment calendar indicates a possible on-site visit in June 2027 and a possible plenary discussion in February 2028. The Federal Council has a strong incentive to have the register operational before the assessment begins.

For international investors, fund managers, and corporate counsel advising on Swiss-nexus structures, the TJPG creates new obligations that must be factored into transaction planning, holding structure design, and ongoing compliance. This article sets out the key provisions and their cross-border implications.

The TJPG applies to corporations (AG), limited liability companies (GmbH), partnerships limited by shares (KommAG), cooperatives, investment companies with variable or fixed capital (SICAVs, SICAFs), and limited partnerships for collective investments. Foreign entities with a registered branch in Switzerland, an effective place of management in Switzerland, or that own or acquire Swiss real estate within the meaning of Art. 4 BewG are also covered.

Foundations and associations were removed from the register obligation during the parliamentary process. Listed companies, their subsidiaries held at more than 75%, occupational pension institutions, and state-owned entities (75%+ public ownership) are exempt.

The beneficial ownership threshold is 25% of capital or voting rights, or control by other means. Where no natural person meets these criteria, the most senior member of the supreme management body is deemed the beneficial owner for reporting purposes. The Federal Council will specify the conditions for indirect control and control by other means in the implementing ordinance (TJPV).

Companies must report to the register the full name, date of birth, nationality, municipality and country of residence, and type and extent of control of each beneficial owner. Newly formed entities must file within one month of Commercial Register entry; changes must be reported within one month of the company becoming aware. Reporting is free of charge.

The most senior member of the supreme management body bears personal responsibility for ensuring timely and accurate filings. This responsibility may be delegated but not transferred — the senior member remains accountable. Companies must verify beneficial ownership information with due diligence appropriate to the circumstances and retain supporting documentation for ten years.

A simplified procedure is available under Art. 11 TJPG, but only in structurally simple cases: where a company confirms that all beneficial owners are already registered in the Commercial Register as shareholders or organs, with no additional beneficial owners, it may submit data through the cantonal Commercial Register office. This is not a general alternative filing channel.

The TJPG provides a staggered system of transitional deadlines under Art. 51, differentiated by entity type and audit regime:

Entities that file a change with the Commercial Register after entry into force must submit beneficial ownership data within one month of the first such change, but no later than their general deadline under Art. 51. For transactions closing around the entry-into-force date, the applicable transitional period should be factored into closing conditions and post-closing integration planning.

The TJPG does not require trusts to be entered into the register in the same manner as companies. Instead, it imposes obligations on trustees who are resident in Switzerland or who administer trusts from Switzerland (Arts. 15–16 TJPG).

Trustees must identify the beneficial owners of their trusts — defined as the settlor, the trustee itself, the protector, the beneficiaries, and any other natural person exercising ultimate control — verify this information, document it, update it periodically, and retain documentation. The information must be kept available in Switzerland. Trustees already subject to AML due diligence under the GwG are excluded from the trust-specific regime, as they are already subject to comparable duties.

This approach reflects a deliberate policy choice. Switzerland has recognised trusts under the Hague Trust Convention since its entry into force on 1 July 2007, but has no domestic trust law. The TJPG’s trustee-focused model is consistent with this framework: the trustee bears the transparency obligations, rather than the trust being treated as a registrable entity. For international clients with Swiss-administered trusts, this means that the trustee’s compliance infrastructure becomes the critical point of regulatory exposure.

Foreign legal entities with a sufficient Swiss nexus are subject to the same beneficial ownership obligations as their Swiss counterparts (Arts. 17–18 TJPG). This covers entities that maintain a registered branch in Switzerland, have their effective place of management in Switzerland, or own or acquire Swiss real estate within the meaning of Art. 4 BewG.

For cross-border holding structures — including offshore vehicles, Luxembourg or BVI SPVs with Swiss real estate, or foreign parent companies with Swiss operating subsidiaries — the TJPG may require beneficial ownership mapping at both the foreign-entity level and the Swiss-entity level. The implementing ordinance is expected to provide further detail on reporting mechanics for foreign entities.

The TJPG changes the due diligence landscape for acquisitions of Swiss targets. Once the register is operational, specified categories of counterparties — including banks, AMLA-regulated financial intermediaries, and supervisory authorities — will be able to query the register for beneficial ownership data on a target company. For buyers outside these categories, direct register access is not available, but the existence of the register creates an expectation that sell-side beneficial ownership representations will be backed by verified, centrally filed data.

In practice, this means that acquirers and their counsel should expect greater transparency on the sell side. Existing beneficial ownership representations in Swiss SPAs have typically relied on the buyer’s own KYC processes and the target’s internal records. The TJPG adds a verifiable — if non-dispositive — data source that strengthens the factual basis for these representations.

For transactions involving multi-layered Swiss holding structures or targets with complex ownership chains, the TJPG’s transitional periods create a timing dimension that must be managed. If a target has not yet filed its first beneficial ownership report at the time of signing, this should be addressed in the SPA — whether through a pre-closing covenant, a closing condition, or a post-closing obligation. Failure to file within the applicable deadline may expose responsible natural persons to administrative criminal sanctions under Arts. 43–45 TJPG, in particular in cases of intentional non-compliance — a risk that buyers should address through appropriate contractual mitigation.

Swiss fund vehicles — SICAVs, SICAFs, and limited partnerships for collective investments — are expressly covered by the TJPG. For private equity and venture capital structures, the question of who qualifies as a beneficial owner is particularly relevant. Where a general partner or fund manager controls the fund, it is the natural persons behind the GP entity who must be identified and reported. Limited partners holding 25% or more of the fund’s capital or voting rights are also caught.

For institutional investors — pension funds, sovereign wealth funds, insurance companies — the 75% exemption for state-owned entities and the exemption for BVG-supervised pension institutions provide relief. But for family offices, high-net-worth individuals investing through intermediate vehicles, and co-investment structures, the 25% threshold may be reached more quickly than expected, particularly in smaller funds or special-purpose co-investment vehicles.

Fund managers administering Swiss-domiciled vehicles should review their investor base, identify any LPs above the 25% threshold, and ensure that the fund’s constitutional documents include provisions obliging investors to provide beneficial ownership information on a timely basis. Without such provisions, the fund’s governing body may be unable to meet its one-month reporting deadline.

Unlike the EU approach — where AMLD5 initially mandated public access to beneficial ownership registers, subsequently struck down by the CJEU (C-37/20, November 2022) and replaced by a “legitimate interest” regime under Directive (EU) 2024/1640 — the Swiss register is not publicly accessible. Access is restricted to specified authorities (law enforcement, FINMA, MROS, tax authorities) and to AML-regulated financial intermediaries and covered advisors under Art. 2 paras. 3bis and 3ter GwG, for due diligence purposes. International mutual assistance channels also provide access. The register is expressly excluded from the Freedom of Information Act (Art. 46 para. 4 TJPG).

Register entries are declaratory, not constitutive: they reflect but do not create beneficial ownership relationships. Financial intermediaries may consult the register as a starting point, but blind reliance is excluded. Where an intermediary’s own due diligence reveals conflicting information, independent verification prevails. Discrepancy reporting under Art. 30 TJPG is triggered only where a mismatch raises doubt as to accuracy, completeness, or timeliness and persists after the client has been notified and given a reasonable period for correction.

The TJPG introduces criminal sanctions under Swiss administrative criminal law (VStrR). Intentional failure to comply with reporting obligations or provision of false information to the register or supervisory body is punishable by a fine of up to CHF 500,000. Intentional failure to comply with an enforceable order of the supervisory body carries a maximum fine of CHF 100,000. The limitation period is seven years.

Critically for international structures, fines are imposed on the natural person responsible for the breach — typically the most senior member of the governing body. This creates direct personal exposure for board members and managing directors of Swiss subsidiaries, regardless of where the parent company is located. Liability cannot be delegated away through internal group arrangements.

Beyond criminal sanctions, the supervisory body (Kontrollstelle) may order corrective measures under Art. 38 TJPG, including suspension of participation and property rights. In extreme cases of persistent non-compliance, Art. 38 para. 3 authorises the Kontrollstelle to order the dissolution and liquidation of the entity under the applicable bankruptcy rules — a measure of last resort that underscores the seriousness of the regime.

For groups operating in both Switzerland and the EU, the practical consequence is dual reporting. The following table summarises the key differences:

There is currently no mechanism for mutual recognition or data sharing between the Swiss register and the EU’s BORIS system. Dual-jurisdiction structures will require parallel compliance workstreams.

Marcus Altenburg is the Managing Partner of Goldblum and Partners AG, a Swiss corporate and regulatory law firm with offices in Zürich and Zug. He advises international clients on Swiss company formation, M&A, regulatory licensing (FINMA/SECO), and AML compliance.