New Swiss Federal Act on the Transparency of Legal Entities

Article published by Gilles Robert-Nicoud, attorney at law, on June 15, 2026.

On 12 June 2026, the Federal Council set 1 October 2026 as the date on which the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LTPM), together with its implementing Ordinance (OTPM), will enter into force. The transitional periods for registration in the transparency register will begin on that date.

At present, only beneficial owners of shares in public limited companies (SA) or limited liability companies (Sàrl) representing 25% or more of the capital or voting rights must notify the company. Companies are required to keep a list of their beneficial owners (Arts. 697l and 790a CO).

The new legislation distinguishes between the relevant company, the holder of shares or participation rights in that company, and the beneficial owner of the shareholder. Where a shareholder or partner holds, either alone or in concert with a third party, a participation that enables ultimate control of the company, that shareholder or partner must notify the company of the identity of the beneficial owner.

A first major change is that the company itself will now be subject to a duty of care to identify its beneficial owners. It must collect information about them, including the nature and extent of the control exercised. Criminal penalties may apply in the event of a breach of the duties to provide information or to maintain the share register. Failure to maintain the register may also constitute an organisational deficiency within the meaning of Art. 731b(1)(3) nCO.

This information must be reported to a centralised transparency register maintained by the Federal Office of Justice (FOJ).

The LTPM applies to public limited companies (SA), partnerships limited by shares, limited liability companies (Sàrl), cooperatives, investment companies with variable capital (SICAV), investment companies with fixed capital (SICAF), and limited partnerships for collective investment schemes. It also applies to foreign legal entities that have a branch in Switzerland, whose effective management is located in Switzerland, or that own real estate in Switzerland.

The Act does not apply to foundations, associations, sole proprietorships, partnerships such as general partnerships and limited partnerships, occupational pension institutions, or legal entities at least 75% owned by public authorities. Listed companies are subject to a separate legal framework.

A beneficial owner is defined as any natural person who ultimately controls the company by holding, directly or indirectly, alone or in concert with third parties, at least 25% of the capital or voting rights, or by exercising control by other means.

An indirect holding gives rise to beneficial ownership where the beneficial owner controls more than 50% of the capital or voting rights of one or more intermediate legal entities, which themselves hold at least 25% of the capital or voting rights in the legal entity concerned (Art. 2(2) OTPM).

“Control by other means” may include, in particular, the right to appoint or dismiss more than half of the members of the management or administrative body, to veto certain important decisions, to decide on the distribution of profits, or to determine other acts of disposal over the company’s assets (Art. 3(1) OTPM). Such control may arise from the articles of association, a memorandum of association, a shareholders’ agreement, an option, a convertible loan, a participating loan, relationships between related parties, or similar arrangements (Art. 3(2) OTPM).

Acting in concert is defined as coordinating one’s conduct with that of third parties in order to exercise control over the legal entity through a shareholding or by other means (Art. 4 LTPM).

From a procedural standpoint, beneficial owners of public limited companies (SA) and limited liability companies (Sàrl) who have already complied with their existing disclosure obligations will not be required to make a new disclosure to the company if the relevant circumstances have not changed. However, the new definition of beneficial owner should still be reviewed carefully. Limited liability companies (Sàrl) whose beneficial owners are already listed in the commercial register, as well as single-shareholder public limited companies (SA), benefit from a simplified reporting procedure (Arts. 35 and 36 OTPM).

Companies must submit the relevant information to the transparency register via the EasyGov portal within one month of any change to their commercial register entry after 1 October 2026, and in any event within three to six months, depending on the type of company (Art. 51(3) LTPM). Companies whose beneficial owners are already entered in the commercial register as partners or members of a governing body benefit from a two-year registration period. Foreign-law legal entities have until 1 May 2027 and must appoint either a representative or a registered address in Switzerland.

In conclusion, the new legislation will require certain companies to clarify the concept of control in light of various agreements to which they may not always be a party. Future case law should provide useful guidance.