Beneficial Owners Under the Transparency Register Explained

Under the Transparency Act, a natural person is considered a beneficial owner when they hold at least 25% of the capital or voting rights of a company. This threshold applies to both direct and indirect holdings – regardless of whether the holding is held alone or in concert with others. Important: Even without reaching this ownership level, someone can be considered a beneficial owner if control by other means exists – for example through veto rights or the right to appoint the majority of the board of directors.

The Transparency Act also covers indirect control. This exists when a natural person controls more than 50% of one or more intermediate companies that in turn hold at least 25% in the target company. This control can operate across multiple levels and also through multiple holdings held in parallel. The analysis must therefore consider all ownership chains – regardless of whether the intermediate companies are domiciled in Switzerland or abroad.

Yes, the Transparency Act expressly covers joint control. When multiple persons exercise their voting rights in a coordinated manner or coordinate on the acquisition of holdings, all persons involved are considered beneficial owners – even if their individual holding is below 25%. Typical examples are shareholder groups with voting agreements, investor syndicates, or communities of heirs who collectively exercise their rights.

If, despite careful examination, no beneficial owner can be identified – for example in cases of widely dispersed shareholdings – a subsidiary rule of the Transparency Act applies: the most senior member of the executive body is then considered the beneficial owner, typically the chair of the board of directors. This rule primarily serves to ensure contact with authorities and does not mean that this person actually exercises economic control.

Early analysis of ownership and control structure is crucial, as implementation deadlines can be short depending on the legal form and size of the company. Companies should systematically record and document their shareholder and ownership relationships today. With Konsento's digital share register, beneficial owners can be properly identified and the necessary information for future reporting can be prepared in compliance with the law – thus avoiding time pressure and compliance risks.