The transparency register reporting assistant guides users through the identification of beneficial owners according to the rules of LETO and prepares the necessary details in a structured way. In addition, a monitoring solution continuously tracks the shareholder structure, the thresholds, and the master data of persons already reported, and immediately alerts the startup to triggered reporting obligations for changes.

In Konsento's digital share register, which is free for master data management for up to 150 shareholders, beneficial owners can be recorded in a structured way per ownership interest and share category, tracked historically, and linked directly to the relevant share position.

Yes. The shareholder acting in a fiduciary capacity must disclose the fiduciary arrangement to the company within one month of it being established, in addition to identifying the actual beneficial owner (Art. 16 LETA).

Within one month of entry in the commercial register, irrespective of the longer transition periods that apply to already existing companies (Art. 9 para. 4 LETA).

For the 25 percent threshold, the higher of the two figures is decisive in each case. Anyone who, thanks to shares with enhanced voting rights, holds over 25 percent of the votes must be reported, even if their capital interest is well below that (Art. 4 para. 1 LETA).

That depends on whether the loan already confers control on the investing person, for example through veto rights over budget or financing. In that case, control by other means may already exist before conversion (Art. 3 LETO).

Only if it causes one of the three thresholds of 25, 50, or 75 percent to be crossed. Movements within the same band do not need to be reported (Art. 13 para. 1 and Art. 39 para. 3 LETO).

No. If the syndicate determines its voting position in a coordinated manner, for example through a partner assembly, and together holds at least 25 percent, every individual member qualifies as a beneficial owner and must be reported individually.

No. A shareholders' agreement is an indication, but not an automatic consequence. What matters is whether the agreement objectively enables the parties to exercise control over the company, and whether the circumstances show that such control is actually being pursued (Art. 4 LETO). Each case requires an individual assessment.

Do co-founders with a holding of under 25 percent also have to be reported? Yes, if they act in concert with other shareholders, for example through a shareholders' agreement with a blocking minority or an informal, coordinated voting practice. In that case, what matters is the ownership interest held jointly by the group, not the individual holding (Art. 4 and Art. 13 para. 2 LETO).

Yes. Konsento maintains the share registry regardless of the custody form chosen, and reconciles the positions electronically and on an ongoing basis with shareholders' bank custody accounts through a direct SECOM connection to SIX SIS.

Konsento offers a Transparency Register assistant that supports companies in structuring the capture of their beneficial owners and in preparing the filing to the Transparency Register. This is built on the digital share registry, where beneficial owners' master data is recorded per shareholding and share class, documented in a historically traceable way, and linked directly to the relevant share position.

Yes. The former exemption under Art. 697j para. 5 CO was tied to the custody form, not to a trading venue. With its repeal by the TJPG, companies whose intermediated securities exist purely for collateral or custody purposes must also report.

No. OTC-X is classified as an organised trading facility under Art. 42 ff. FMIA, not as a stock exchange under Art. 26 FMIA. Companies whose shares are traded on OTC-X are therefore considered non-listed and are subject to the Transparency Register reporting duty.

No, not as a general rule anymore. The previous exemption under Art. 697j para. 5 CO falls away once the TJPG enters into force on 1 October 2026. Going forward, the sole decisive factor is whether the company is listed on a stock exchange within the meaning of Art. 26 let. b FMIA.

Konsento reviews the articles of association, supports the procurement of an ISIN and coordination with the paying agent, and reconciles positions electronically and on an ongoing basis with shareholders' bank custody accounts through a direct SECOM connection to SIX SIS.

Konsento maintains the share register and, where relevant, the uncertificated securities book digitally and in compliance with Art. 686 CO, regardless of whether a company holds its shares as uncertificated securities, ledger-based securities or intermediated securities.

Yes. Under Art. 686 CO, a company must keep a share register for its registered shares, regardless of whether the shares are held on paper, as uncertificated securities, or as intermediated securities. Only a person entered in the share register is recognised as a shareholder vis-à-vis the company.

Uncertificated securities under Art. 973c CO are paperless rights kept in the company's internal uncertificated securities book and transferred by written assignment. Intermediated securities build on this: they only arise once a right is credited to a securities account with a bank or other custodian, and are transferred by an instruction to that custodian.

No. Intermediated securities are not a distinct class of shares, but a special form in which existing corporate rights are held in custody and transferred. Which class a share belongs to is still determined by Art. 622 CO, in particular whether the share is a registered share or a bearer share.

Konsento automatically applies the statutory information duties under Art. 656c and 656d CO: PC holders are informed digitally and without manual effort about the holding of the general meeting and its agenda, but – as required by law – receive no invitation to the AGM and of course no voting right.

Yes. Konsento fully supports participation certificates as a dedicated financial instrument, including nominal value and the statutory exclusion of voting rights. The system automatically maintains a register of PC holders and calculates each holder’s exact share of equity.

In unlisted companies, participation capital may not exceed twice the share capital entered in the commercial register (Art. 656b para. 1 CO). For listed participation certificates, a higher ceiling of up to ten times the share capital applies.

Participation capital allows a company to raise equity without changing the voting ratio among existing shareholders. This is particularly relevant for employee participation, investor financing, and restructuring, where existing owners wish to retain business control.

A participation certificate is an equity security issued in exchange for a contribution, carrying a nominal value, which gives the holder a stake in the company’s success without granting a voting right (Art. 656a para. 1 CO). It is often described as a non-voting share, because the provisions of company law apply to it by analogy under Art. 656a para. 2 CO.

In addition to Form A, it is advisable to obtain the documentation of the enquiries into beneficial ownership and a depiction of the control chain, so that the bank can classify discrepancies between Form A and the Transparency Register beyond doubt and either substantiate any discrepancy notification or demonstrate that the exception applies.

No. Discrepancies arising from diverging provisions of anti-money laundering legislation, in particular from the definition of the beneficial owner of a domiciliary company, are exempted from the obligation to report discrepancies (Art. 56 let. a LETO).

Where the discrepancy gives rise to doubts about the accuracy, completeness or currency of the information on the beneficial owner and persists despite a deadline set for the client (Art. 30 para. 1 LETA). The notification must be filed within 30 days (Art. 30 para. 2 LETA), and its content is governed by Art. 55 LETO.

Control over the company. A person is a beneficial owner if they control the legal entity with at least 25 percent of the capital or the votes, or control it in another manner (Art. 4 para. 1 LETA). Form A, by contrast, targets the beneficial owners of the assets held in the account in the case of a domiciliary company.

No. The Transparency Act and its Ordinance do not adopt the anti-money-laundering category of the domiciliary company and determine the beneficial owner uniformly for every legal entity (Art. 4 LETA).

No. Holding companies that predominantly hold operating companies and whose purpose does not consist mainly in managing the assets of third parties do not qualify as domiciliary companies and are treated like operating companies (Art. 39 para. 4 let. b CDB 20).

No. Discrepancies arising from the special treatment of domiciliary companies under anti-money laundering legislation are expressly exempted from the notification obligation (Art. 56 let. a LETO).

Not under the CDB 20. The decisive factor is to whom the assets economically belong, irrespective of the size of the holding (Art. 27 para. 1 and 2 CDB 20). Under the Transparency Act, by contrast, the 25 percent threshold applies uniformly to all companies (Art. 4 LETA).

The bank requires a declaration by means of Form A as to who is the beneficial owner of the assets (Art. 39 para. 1 CDB 20). For operating companies, Form K applies instead (Art. 20 et seq. CDB 20).

A domiciliary company is any Swiss or foreign legal entity, company, establishment, foundation, trust, fiduciary enterprise or similar association that is not operationally active (Art. 39 para. 2 CDB 20). Indications of this are the absence of business premises of its own or of staff of its own (Art. 39 para. 3 CDB 20).

No. An extract from the Transparency Register replaces neither Form A nor Form K under the CDB 20. The forms have different content from register extracts and bear the client’s signature. The register and the CDB forms have different legal bases and different functions; they complement each other.

Not necessarily. Discrepancies in information relating to persons, legal entities or trusts that form part of the chain of control must only be notified if they give rise to concrete doubts as to the accuracy, completeness or currency of the information on the beneficial owners themselves (Art. 56 lit. c LETO).

Yes. In the event of non-compliant use, the register-keeping authority may, after prior warning, suspend the access of the employee concerned (Art. 54 para. 5 LETO).

The notification obligation under Art. 30 LETA does not take effect until six months after the Act enters into force (Art. 54 para. 1 of the LETA transitional provisions). Legal entities that are still within the two-year transitional registration period must confirm to financial intermediaries upon request that they are availing themselves of that period – otherwise the notification obligation applies.

A financial intermediary that files a notification in good faith is expressly exempt from liability for any breach of official, professional or business secrecy and for any contractual breach (Art. 30 para. 4 LETA). The notification must, however, be correctly reasoned and not submitted carelessly.

No. The notification obligation under Art. 30 LETA applies only to financial intermediaries within the meaning of Art. 2 para. 2 and 3 AMLA. Advisers have the right to access the Transparency Register but are not subject to the discrepancy notification obligation.

No. Extracts from the transparency register do not replace the forms provided for under the due diligence requirements of CDB 20. These have different content and must continue to be signed by the client.

If no natural person holds more than 25 per cent of the voting rights or capital, either directly or indirectly, and no control by other means is exercised, the most senior member of the governing body must be reported on a subsidiary basis (Art. 9 LETA).

Yes. Anyone holding shares in a fiduciary capacity must disclose this — the legal classification is made under the criterion of “control by other means”.

The period begins on the date the LETO enters into force, 1 October 2026, and runs for two years. Companies must therefore submit their initial report by the end of September 2028 at the latest (Art. 51 para. 2 LETA).

The documentation on the clarification of beneficial ownership must be accessible from Switzerland at all times, and for companies limited by shares and limited liability companies, the person authorised to represent the company and resident in Switzerland must have access to it (Art. 8 paras. 1 and 4 LETA).

Yes. Where identification or verification proves impossible despite genuine efforts, this fact and the steps taken must be recorded in an appropriate manner (Art. 8 para. 2 LETA).

For ten years from the point in time at which the person concerned ceased to be a beneficial owner (Art. 8 para. 3 LETA). Records relating to former beneficial owners must therefore continue to be held.

No. In addition to identity data, the underlying clarifications and supporting documents must also be documented so that it is traceable how the company arrived at its determination (Art. 8 para. 1 LETA).

Yes. After the dividend resolution has been passed in the general meeting, Konsento allows dividend confirmations to be generated for all dividend-entitled financial instruments in a few clicks, including the automatic deduction of the 35% withholding tax. The payment file for the bank (PAIN format) can also be prepared directly within the platform, based on the account details recorded for each shareholder and participant. This replaces a manually managed, error-prone process with a structured, fully documented workflow.

Konsento supports Swiss corporations throughout the entire dividend process. In the general meeting tool, shareholders can vote on dividend distributions using pre-built agenda item templates with calculation bases. After the resolution, Konsento enables the automated preparation of dividend confirmations for all dividend-entitled financial instruments — shares, participation certificates, and profit participation certificates — including the automatic calculation of withholding tax. Konsento also assists with generating the PAIN payment file for the bank and with recording the necessary account details for each shareholder and participant.

The key difference lies in the legal basis. An interim dividend is a dividend properly resolved by the general meeting on the basis of interim financial statements. An advance dividend payment, by contrast, is not a validly resolved dividend, but an advance — or loan-like payment — made to shareholders in anticipation of a future dividend. If no dividend is subsequently resolved or the amount falls short of the advance, the shareholder is in principle required to repay the outstanding amount.

An interim dividend in a Swiss corporation requires interim financial statements as the basis for the general meeting's resolution (Art. 675a para. 1 CO). In principle, these statements must be reviewed by the statutory auditor before the resolution is passed (Art. 675a para. 2 CO). No review is required if the company is not subject to a limited statutory audit. A review may also be dispensed with if all shareholders consent and the claims of creditors are not jeopardised.

Under Swiss company law, dividends may only be paid out of net profit for the year and out of reserves created for this purpose (Art. 675 para. 2 CO). Before the board of directors submits a dividend proposal to the general meeting, it must verify that sufficient freely distributable funds are available, that the appropriate financial statements exist as a basis, and that any required review by the statutory auditor has been completed. The general meeting then formally resolves on the distribution.

Yes. Art. 14 LETA establishes independent notification and cooperation obligations for beneficial owners and third parties forming part of a chain of control. Anyone who controls a company through an intermediate structure without appearing directly as a holder of equity interests must, upon request by the company, supply the required information.

Les violations intentionnelles de l'obligation de communication peuvent être sanctionnées d'une amende de 500 000 francs au plus (art. 43 lit. a LTPM). L'autorité poursuivante est le Département fédéral des finances.

Not necessarily. Anyone who has fully complied with the notification obligation under the existing law and where the person notified is also the beneficial owner under the new law is deemed to be exempt (Art. 49 para. 1 LETA). However, the company may request missing details — such as date of birth or nationality — which must be supplied within one month. If in doubt, a careful review of the existing notification is advisable.

The initial notification must be made within one month of the acquisition of control (Art. 13 para. 3 LETA). Changes must likewise be communicated within one month of the person subject to the notification obligation becoming aware of the change (Art. 13 para. 5 LETA).

The notification is made directly to the company — not to the transparency register. The company in turn is obliged to verify the information received and to notify the federal transparency register. The notification flow thus runs from the holder of equity interests through the company to the transparency register.

No. The notification obligation applies only to persons who, alone or acting in concert with third parties, hold equity interests in an amount that enables ultimate control over the company. The relevant threshold is more than 25 percent of the capital or voting rights (Art. 13 para. 1 LETA).

Konsento uses the data maintained in the share register to determine the dividend-entitled holdings. The company can define a relevant record date and, on that basis, identify which shareholders and participants are to be considered and with which financial instruments.

Konsento supports Swiss stock corporations in structuring the preparation and operational execution of dividends. The company can determine the dividend-entitled holdings based on the share register, generate dividend statements, and calculate the relevant amounts in a transparent manner.

Dividends are generally calculated in proportion to the amounts paid in on the share capital (Art. 661 CO). The articles of association may provide otherwise, for example through preferential rights. Therefore, it must be verified prior to distribution which participation rights are entitled to dividends and whether special provisions exist in the articles.

The board of directors prepares the proposal to the general meeting and must verify in advance whether the legal requirements for a dividend are met. This includes, in particular, verifying that sufficient freely distributable funds are available and that the proposal complies with the law and the articles of association.

The general meeting decides on the distribution of a dividend. This competence is inalienable and non-transferable (Art. 698 para. 2 no. 4 CO). The board of directors prepares the proposal but cannot validly resolve the dividend itself.

Incorrect filings can lead to flags, in-depth preliminary reviews, formal control proceedings and ultimately to ordered measures (Art. 36 to 38 TJPG). They may also result in fines and reputational risks.

The supervisory authority reviews the accuracy, completeness and currency of the register entries on a risk-based or sampling basis and can order measures where necessary (Art. 35 and 38 TJPG).

A flag indicates that there are doubts about the reported information or that a company has failed to comply with a request from the authority. It increases the risk profile of the company and may trigger further controls.

A difference report arises when authorities or financial intermediaries identify deviations between their own information and the data in the transparency register and notify the register-keeping authority (Art. 34 TJPG).

Yes. The Transparency Act provides for a multi-stage control system that reviews incoming filings, identifies deviations from other data sources and provides for risk-based controls by a specialised supervisory authority (Art. 33 et seq. TJPG).

Konsento accompanies the entire process, from analysing the existing articles through the revision itself to public notarisation at the general meeting. At its core lies a structured review of the key provisions on convocation, communications to shareholders, proxies, the virtual general meeting and the form of the shares.

Yes. Under Art. 701d CO, a general meeting held without a physical venue requires an express provision in the articles. Without such a basis, the board of directors may organise an in-person meeting with electronic participation (Art. 701c CO) but cannot dispense with a physical venue. Non-listed companies may, in addition, provide in their articles that no independent proxy needs to be appointed (Art. 704 para. 1 no. 15 CO), which considerably reduces the effort involved in running a lean virtual general meeting.

Under Swiss law, “in writing” as a rule means paper bearing a handwritten signature or, where transmitted electronically, a qualified electronic signature (Art. 14 para. 2bis CO). If the articles require convocations of the general meeting, communications to shareholders or the granting of proxies to be made “in writing”, “by letter” or “by registered letter”, channels such as e-mail or platform-based solutions are effectively blocked. A formulation only becomes digitalisation-ready when the relevant form is supplemented by “or electronically”.

No. Maintaining the share register digitally does not in itself eliminate a shareholder’s claim to receive a physical share certificate. In 2021, the Swiss Federal Supreme Court held that, without an express provision in the articles of association, a shareholder can successfully sue for the issuance of a share certificate. The articles must therefore clearly state that the shares exist exclusively as uncertificated securities or ledger-based securities (Art. 973c / 973d CO) and that the issuance of share certificates is excluded.

In that case, this must be disclosed in the report and all available relevant information must be submitted, along with the most senior member of the governing body as the designated contact person (Art. 9 para. 3 LETA and Art. 12 LETO).

The obligation is triggered in particular when a trust or at least two intermediate levels stand between the beneficial owner and the company, or when a fiduciary relationship forms part of the control chain (Art. 7 para. 1 LETO).

This refers to situations in which control is not exercised through capital or voting right percentages, but for example through the right to appoint or remove the majority of board members, through veto rights, or through the right to determine profit distributions. The LETO requires a description of how that control is specifically exercised (Art. 3 and Art. 8 LETO).

Not necessarily. A change notification is triggered in particular when a transfer causes a reporting threshold to be crossed upward or downward (Art. 18 para. 3 LETO).

Yes. The reporting obligation applies even in the simplest of structures. What must be reported are identity data as well as information on the nature and extent of control (Art. 9 LETA in conjunction with Art. 6 LETO).

Konsento supports you throughout the entire process of transferring your company’s registered office – from preparation to registration in the Commercial Register. The platform ensures that all legal steps are implemented correctly and efficiently. This includes preparing the shareholders’ meeting with a legally compliant agenda item for the transfer. The resolution can be adopted electronically via a written circulation process, enabling a lean and compliant execution. In addition, Konsento organises the notarisation through an online notary and prepares all required documents, including the amendment of the articles of association, the Commercial Register application and the certification of signatures of authorised representatives. Where required, a domicile declaration is also included. Finally, Konsento handles the submission and processing of the application with the Commercial Register, ensuring an efficient and legally secure process without media disruption.

A change of address requires: – A simple written application to the Commercial Register by the board of directors – If a c/o address is used: a declaration of domicile acceptance

The following documents must be submitted: – Public deed of the shareholders’ resolution – Updated certified articles of association – Commercial Register application signed by authorised signatories – Where applicable, a declaration of domicile acceptance

No. A change of address within the same municipality only concerns the address and not the legal seat. It does not require an amendment of the articles of association and therefore no notarisation. A simple filing by the board of directors is sufficient.

Yes. A transfer of registered office results in an amendment of the articles of association and must therefore be documented by a public deed, i.e. notarised (Art. 647 CO in conjunction with Art. 25 CommRegO).

The shareholders’ meeting decides on a transfer of registered office to another municipality and this requires an amendment of the articles of association (Art. 698 para. 2 no. 1 CO). A change of address within the same municipality is decided by the board of directors (Art. 716a CO), as no amendment of the articles is required.

A transfer of registered office means moving the legal seat to another municipality. This requires an amendment of the articles of association and must be notarised. A change of address, by contrast, only affects the business address within the same municipality and does not require an amendment of the articles.

Konsento provides a digital platform for organizing, conducting, and automatically documenting general meetings. It helps ensure compliance with notice periods, enables legally compliant delivery of invitations, and automatically tracks receipt by shareholders. This reduces legal risks and allows you to run your general meeting efficiently, transparently, and with minimal effort.

Swiss law requires a minimum notice period of 20 days for general meetings (Art. 700 CO). This period protects shareholder rights and ensures that shareholders have sufficient time to prepare. Failure to comply may result in the resolutions being challenged.

The principle of receipt means that an invitation becomes legally effective only when it reaches the shareholder, i.e. enters their sphere of control and can be taken note of under normal circumstances. It is not necessary for the shareholder to actually read the invitation. The risk of delayed delivery lies with the company.

The notice period is at least 20 days before the date of the general meeting (Art. 700 CO). Neither the day of the meeting nor the day of receipt of the invitation is counted. It is a full intermediate period. What matters is that the invitation reaches the shareholder no later than 20 days before the GM – not when it is sent.

Yes, large parts of the process can be handled digitally and without unnecessary media discontinuities. This includes in particular the digital board resolution, online signatures, coordination of all parties and online notarisation.

Konsento supports the entire process digitally: from the board resolution through templates, coordination with the bank and the notary, capital contribution account and reconciliation of payments through to commercial register filing and updating of the share register.

Yes, the completion of subsequent contributions generally includes a resolution subject to notarisation. Therefore, public notarisation by a notary is required before filing with the commercial register.

As a rule, the obligated shareholders pay the outstanding amount into a capital contribution account. Subsequently, the payment is confirmed by the bank, the completion is determined by the board of directors, notarised and filed with the commercial register.

Subsequent contributions are resolved by the board of directors. This is not a resolution of the general meeting, but a measure falling within the competence of the board of directors.

Konsento significantly reduces the risk of challengeable resolutions by implementing the exclusion of voting rights automatically at system level. Errors due to manual allocation or lack of awareness are avoided, and the general meeting can be conducted efficiently, transparently and in full legal compliance.

When setting up the general meeting in Konsento, shareholders who have participated in management can be technically excluded from voting on the discharge agenda item. These shareholders can still see the discharge item in the GM tool, but they are not given any voting options. This ensures that inadmissible votes cannot be cast.

Yes. The exclusion applies regardless of whether a board member votes in their own name or as a representative of other shareholders. What matters is who actually makes the voting decision. If a conflict of interest exists due to involvement in management, represented votes are also subject to the exclusion.

All persons who have participated in the management of the company in any way are excluded from voting (Art. 695 CO). This includes not only members of the board of directors, but also members of executive management, de facto governing bodies, and any other persons exercising significant influence over the company.

The effect of the discharge is clearly limited by law. It only covers disclosed facts (Art. 758 CO), does not bind creditors, and does not affect direct claims of individual shareholders (Art. 754 CO). In addition, shareholders who did not approve the discharge retain their right to bring claims for a transitional period of twelve months following the resolution (Art. 758 para. 2 CO).