Introduction
In 2026, Switzerland will implement the Federal Act on the Transparency of Legal Entities (Transparency Act, TJPG). Its purpose is to ensure that authorities can quickly determine who truly stands behind a company.
The law requires all legal entities – with the exception of associations and foundations – to identify their beneficial owners, verify the information, document it, and report it to the new Transparency Register.
A company must be able to understand who actually exercises influence, through which ownership structures or agreements this occurs, and which documents or evidence clearly prove such control.
Table of Contents
- Identification Duty (Art. 7 TJPG, Arts. 6–9 TJPV)
- Verification Duty (Art. 8 TJPG, Art. 10 TJPV)
- Update and Reporting Duty (Art. 9 TJPG, Arts. 11–12 TJPV)
- Documentation Duty (Art. 10 TJPG)
- Conclusion: Creating Transparency Today with Konsento
Identification Duty
(Art. 7 TJPG / Arts. 6–9 TJPV)
The identification duty is the core of the new Transparency Act.
Every company will have to systematically collect information about its beneficial owners (UBOs).
A beneficial owner is any natural person who ultimately controls a company, whether directly or indirectly, alone or jointly with others, holding at least 25% of the capital or voting rights, or exercising control in another way (Art. 4 TJPG).
The required information goes far beyond a person’s name: it includes details that reveal the nature, extent, and structure of control, as well as how the company has verified and documented it.
The Transparency Ordinance (TJPV) specifies in Articles 6–9 exactly what data must be collected – turning what might appear to be a simple reporting obligation into a data-intensive and detailed process.
1. Information on the Nature and Extent of Control (Art. 6 TJPV)
For each beneficial owner, the company must determine and record how and to what extent control is exercised, including:
- whether control is exercised alone or jointly with others,
- whether it is direct or indirect (e.g. via a holding or trust arrangement),
- and whether control is based on ownership or other forms of influence (e.g. contractual rights, appointment powers).
If control is based on ownership, the company must further classify the ownership category:
- between 25% and 50%,
- between 50% and 75%,
- or over 75%.
If multiple persons act together, the combined control share must be recorded – not individual percentages.
These distinctions are critical to determine how much influence a person actually wields and will directly affect what must later be reported to the register.
2. Information on the Control Chain (Art. 7 TJPV)
Where control is not direct, but exercised through several levels or via a trust, the company must document the entire control chain.
This applies in particular when:
- there are two or more intermediary entities between the beneficial owner and the company,
- a trust or fiduciary relationship exists, or
- a beneficial owner is subject to sanctions under the Embargo Act.
The company must collect detailed information on each person or entity in the chain:
In practice, this means companies must disclose all levels of ownership, including foreign entities, and verify and document data for each.
3. Information on Control by Other Means (Art. 8 TJPV)
If a beneficial owner does not hold shares but exerts control in other ways, the company must describe precisely how this influence occurs.
This includes:
- the type of control instrument (e.g. appointment or veto rights, profit distribution rights, shareholder or voting agreements, debt instruments such as convertible loans, statutory provisions, family ties, or trust arrangements), and
- where applicable, classification under one of the ownership categories in Art. 6(2) TJPV.
Documentation must clearly show which instrument enables control, not merely that control exists.
4. Identification of Persons to Be Reported (Art. 9 TJPV)
Once a person has been identified as a beneficial owner, their identity must be verified and documented.
The company must:
- check whether the person has an AHV (Swiss social security) number, and
- if not, obtain a valid ID document (passport, identity card, or residence permit – Swiss or foreign).
This ensures that no person is entered twice or incompletely in the Transparency Register and that each entry is uniquely attributable.
Summary of Information Obligations
In practice, what seems like a straightforward identification task requires a comprehensive analysis of ownership structures across all levels.
A company must:
- document type, scope, and form of control for each beneficial owner,
- record all intermediary entities in the control chain,
- disclose fiduciary and trust relationships, and
- provide verifiable identification documents.
These requirements make clear why the Transparency Act not only increases transparency but also significantly raises internal compliance standards for companies.
Verification Duty
(Art. 8 TJPG / Art. 10 TJPV)
A company may not rely solely on information provided by shareholders or partners. It must verify all information with due diligence.
This includes:
- checking information for plausibility and completeness,
- obtaining supporting evidence (e.g. commercial register extracts, shareholder lists, trust agreements, articles of association, shareholder agreements),
- ensuring the control chain is complete, even for foreign entities.
If beneficial owners cannot be fully identified, the company must:
- document all steps taken, and
- initiate the substitute reporting procedure under Art. 9 TJPG / Art. 12 TJPV.
Update and Reporting Duty
(Art. 9 TJPG / Arts. 11–12 TJPV)
1. Updating Information
Companies must keep their data up to date at all times.
Any change – e.g. in ownership, fiduciary arrangements, control rights, or even address details – must be recorded and reported without delay.
Shareholders, partners and beneficial owners have a duty to cooperate and inform the company of such changes.
2. Reporting to the Transparency Register
According to Art. 12 TJPG and Arts. 11–12 TJPV, reporting is done electronically via EasyGov or the competent commercial register office.
The report must include at least:
- name, first name, date of birth, nationality and residence of the beneficial owner,
- nature and extent of control,
- all elements of the control chain (see Art. 7(2) TJPV), and
- identification data of the reporting company.
Art. 12 TJPV also requires uploading supporting documents (e.g. articles of association, register extracts, ownership proofs).
Simplified procedures apply for single-shareholder companies – but even these must confirm and maintain their data in the register.
Documentation Duty
(Art. 10 TJPG)
All collected information must be systematically documented.
These records must be kept in Switzerland for ten years after the person ceases to be a beneficial owner and must include:
- identification documents of reported persons,
- ownership and control evidence,
- verification and update records,
- copies of submitted register filings.
If documents are missing or incomplete, the Federal Department of Finance’s control authority may conduct audits and impose sanctions.
Conclusion: Creating Transparency Today with Konsento
The Transparency Act introduces complex new requirements for disclosing ownership and control structures.
Those who think this can be handled “on Friday afternoon before closing time” will be surprised by the number of details involved:
Who controls indirectly via holdings? Which agreements confer control? What evidence is sufficient? Where do I find the UID number?
With Konsento’s digital, legally compliant share register, ownership structures and beneficial ownership can already be mapped transparently today.
Companies can thus prepare early for upcoming reporting obligations – avoiding last-minute stress or fines when the Transparency Act takes effect.
Register now with Konsento and keep your share register compliant – free of charge for up to 150 shareholders.