Transparency Act and Transparency Register: What Swiss SMEs Need to Know

Introduction

With the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), Switzerland is catching up: starting in 2026, companies will have to report their beneficial owners to a federal Transparency Register.
The goal is to prevent money laundering and the misuse of corporate structures.

What does this mean for SMEs, their boards of directors, and shareholders?
This article provides a concise overview of obligations, procedures, and consequences.

Table of contents

• What is the Transparency Act about?
• Which companies are affected?
• What is the Transparency Register?
• Obligations of companies
• Obligations of shareholders
• Obligations of beneficial owners
• Consequences of non-compliance
• Access for authorities and financial intermediaries
• Enforcement of obligations
• Conclusion

What is the Transparency Act about?

The Transparency Act (TJPG) requires legal entities to disclose who actually controls them. Its objective is to strengthen the integrity of Switzerland’s financial and business environment and to implement international FATF standards.

At its core lies the new federal Transparency Register, which records the beneficial owners of legal entities. The measure aims to prevent corporate structures from being used for money laundering, terrorism financing, or sanctions evasion.

Which companies are affected?

The TJPG applies to all legal entities under Swiss private law, in particular:

• Stock corporations (AG)
• Limited liability companies (GmbH)
• Cooperatives, associations
• Investment companies with variable (SICAV) and fixed (SICAF) capital

It also covers foreign entities if they have their effective management in Switzerland or own real estate in Switzerland.

What is the Transparency Register?

The Transparency Register is a non-public register maintained by the Federal Department of Justice and Police (FDJP).
It contains:

• Company information (UID, name, registered office)
• Information on each beneficial owner (name, date of birth, nationality, residence, and nature and extent of control)
• Details of the ownership and control chain, if participations are held indirectly through several entities or trusts

The register is not public. Access is granted only to law enforcement, tax, and supervisory authorities, as well as to financial intermediaries for fulfilling their legal obligations.

Obligations of companies

Companies must in the future:

1. Identify and verify their beneficial owners
2. Report these individuals to the Transparency Register
3. Update any changes without delay
4. Keep documentation of their verifications and findings

Reports are submitted electronically through a central platform or via the commercial register office.
Simplified procedures apply for simple structures such as single-shareholder AGs or GmbHs owned by natural persons.

Obligations of shareholders

Shareholders remain obliged to provide the company with all necessary information to correctly identify the beneficial owner. Specifically:

• Report any person who directly or indirectly, alone or jointly, controls more than 25% of the shares or voting rights
• Disclose any trust or voting agreements
• Notify the company of any changes, such as sales or new ownership structures

Failure to comply may be sanctioned as a breach of the duty to cooperate.

Obligations of beneficial owners

The beneficial owner is the natural person who ultimately controls the company – through ownership, voting rights, or other means.
Anyone holding, directly or indirectly, alone or jointly, at least 25% of the capital or voting rights is deemed to be in control.

If no such person can be identified, the company must report the top executive (e.g. the chair of the board) as the beneficial owner.

Consequences of non-compliance

Failure to report or false reporting can result in fines and administrative measures.
The supervisory authority within the Federal Department of Finance (FDF) monitors compliance and may conduct on-site inspections.

In cases of suspected money laundering or false declarations, the matter is referred to the law enforcement authorities under the Anti-Money Laundering Act (AMLA).

Access for authorities and financial intermediaries

Access to the Transparency Register is granted to:

• Law enforcement and tax authorities
• Sanctions and supervisory authorities
• Financial intermediaries and AMLA advisors, to fulfil their due diligence duties

The register is not accessible to the public, such as media or private individuals.
This ensures data protection and privacy are maintained.

Enforcement of obligations

Supervision occurs on two levels:

1. Register authority (FDJP) – responsible for technical administration and validation of submissions
2. Supervisory authority (FDF) – monitors compliance, conducts random checks, and imposes sanctions

Violations may lead to administrative fines or, in serious cases, criminal proceedings.

Conclusion

The Transparency Act (TJPG) marks a new era of disclosure obligations for Swiss companies. Even SMEs with simple structures will soon have to identify, update, and report their beneficial owners to the Transparency Register.

This makes early preparation essential: the first step toward smooth compliance is a complete and legally correct ownership register – and that’s where Konsento comes in.

With Konsento’s digital share register, you get an intuitive solution that clearly maps all shareholder and ownership relationships while automatically detecting gaps and inconsistencies.
Your data is always ready for submission to the Transparency Register – efficient, compliant, and audit-proof.

Those who prepare early save time, costs, and unnecessary follow-up reviews – and strengthen confidence in their governance.

Prepare your company for the Transparency Act – with Konsento’s digital share register. Simple, secure, and compliant.