Swiss Transparency Register: Deadlines and Practical Implementation
Contact
Öffnungszeiten:
Monday to Friday
08.00 - 12.00 h / 13.00 - 17.00 hFernsupport durch Caminada:
In our previous article on the new Transparency Register, we outlined the key principles of the new reporting obligations. In the meantime, both the entry into force and the practical implementation have been clarified. Companies should therefore now focus on two key questions: By when must the notification be submitted, and how can the new requirements be implemented efficiently in practice?
There is no single reporting deadline for companies already in existence. The applicable deadline depends in particular on the legal form, the audit requirements and whether all beneficial owners are already registered in the Commercial Register as shareholders or members of a corporate body.
| Situation | Statutory transitional period |
|---|---|
| All beneficial owners are already registered in the Commercial Register as shareholders or members of a corporate body | 2 years |
| Corporation (AG) subject to an ordinary audit | 3 months |
| Other entities subject to an ordinary audit | 4 months |
| Corporation (AG) not meeting the requirements for an ordinary audit | 5 months |
| Other companies and legal entities covered by the transitional provisions | 6 months |
| Existing foreign legal entities subject to the TJPG | 6 months |
For many companies, this means that the notification will already have to be prepared and submitted between the end of 2026 and spring 2027.
A concise overview of the new obligations and transitional periods is also available in the official information sheet issued by the Federal Department of Justice and Police (FDJP) and the Federal Office of Justice (FOJ):
Official information sheet "Transparency Register for Beneficial Owners" (FDJP/FOJ)
One rule is likely to be particularly relevant in practice: the transitional periods outlined above can be shortened significantly.
If an existing company makes its first amendment to its Commercial Register entry after 1 October 2026, the notification to the Transparency Register must generally be submitted within one month of that first amendment. This applies even if the company would otherwise have had several months or even up to two years under the ordinary transitional rules.
Routine Commercial Register matters such as a change in the Board of Directors or management, a transfer of the registered office or an amendment to the Articles of Association may therefore bring forward the reporting deadline.
Companies planning a Commercial Register amendment in the coming months should therefore consider the Transparency Register at the same time.
Where ownership structures are clear and direct, identifying the beneficial owners should often be relatively straightforward. More detailed analysis may be required in the case of holding structures, indirect ownership, foreign entities, shareholders' agreements or special control rights.
The decisive factor is not only the percentage of shares held directly. As a general rule, a beneficial owner is a natural person who, directly or indirectly, alone or acting in concert with third parties, holds at least 25% of the capital or voting rights or otherwise exercises control over the company.
The ownership and control structure must therefore be traced sufficiently far to identify the natural persons who ultimately qualify as beneficial owners.
The 25% threshold is not the only relevant criterion. If no natural person holds at least 25% of the capital or voting rights, a second assessment must be made to determine whether any individual nevertheless exercises control by other means. This may arise, for example, through special voting, appointment or veto rights or through arrangements with other parties.
Only if no beneficial owner can be identified on this basis does the statutory fallback rule apply: the most senior member of the governing body is then deemed to be the beneficial owner.
For a corporation (AG), this generally means:
This fallback rule is particularly relevant for companies with a widely dispersed shareholder base.
Notifications will generally be submitted electronically via EasyGov.swiss. Companies can prepare their registration before the new rules enter into force. The Federal Office of Justice has indicated that the validation process for access may take several days. It is therefore advisable not to wait until shortly before the reporting deadline.
The notification does not necessarily have to be submitted by the company itself. An authorised third party may submit the notification via EasyGov on behalf of the company. The same person may also be authorised to act for several companies.
Responsibility, however, cannot be fully delegated. The legally responsible senior member of the governing body remains accountable for ensuring that the notification is made correctly.
For companies with straightforward ownership structures, entering the information in the Transparency Register itself is unlikely to be the most time-consuming part of the process. The key issue is ensuring that the underlying information is complete, accurate and properly documented.
Companies should therefore review their ownership and control structures before filing, trace any indirect ownership through to the relevant natural persons and ensure that the required information on the beneficial owners is up to date.
Intentional breaches of the reporting obligations may be punishable by a fine of up to CHF 500'000.
Companies wishing to have the notification submitted by their fiduciary should also arrange the necessary EasyGov authorisation at an early stage.
With the new rules entering into force on 1 October 2026, the Transparency Register is moving from a future regulatory development to a concrete task for Swiss companies. For companies with straightforward ownership structures, implementation should generally be possible with a manageable level of effort. The key is to determine the applicable deadline correctly and identify the beneficial owners accurately.
Particular attention should be paid to planned Commercial Register amendments. These may reduce an otherwise longer transitional period to just one month.
Caminada will be pleased to support you in determining the applicable reporting deadline, reviewing your ownership and control structure, and preparing and submitting the notification to the Transparency Register.
