The Transparency Act and its Ordinance do not recognise domiciliary companies and determine the beneficial owner for every legal entity uniformly according to the 25 percent threshold in Art. 4 LETA. Form A under the CDB 20, by contrast, targets the beneficial owners of the assets in the case of a domiciliary company and applies no threshold. The article explains how this gives rise to systemic discrepancies, when a discrepancy notification is owed under Art. 30 LETA and Art. 55 LETO, and when the exception under Art. 56 let. a LETO applies. It also shows which documents a risk-aware bank should obtain in addition to Form A.
For banks and financial intermediaries, identifying beneficial owners is part of everyday business. With the Transparency Act, which enters into force on 1 October 2026, a further data source is added that at first glance depicts the same thing, but on closer examination follows a different standard. This becomes particularly clear in the case of domiciliary companies, since the Transparency Act and its Ordinance do not recognise this category at all.
This article is addressed to relationship managers, compliance officers and KYC teams. It shows why beneficial ownership of a domiciliary company can differ under the CDB 20 and under the Transparency Act, when this gives rise to an obligation to report discrepancies and when it does not, and which documents a risk-aware bank should obtain in future in addition to Form A.
Contents
The Transparency Act does not recognise domiciliary companies
Two standards for the same domiciliary company
The principle of the discrepancy notification
The exception for differences arising from anti-money laundering law
What a risk-aware bank additionally obtains
Solutions for banks and financial intermediaries
The Transparency Act does not recognise domiciliary companies
The category of the domiciliary company originates from anti-money laundering law and the CDB 20. The Transparency Act does not adopt it. It determines the beneficial owner for every legal entity according to the same standard, regardless of whether it is operationally active or qualifies as a domiciliary company under the CDB 20 (Art. 4 LETA). The legislator deliberately decided against adopting the distinction known to anti-money laundering law (Dispatch of 22 May 2024, BBl 2024 1607, p. 131).
What matters is a change of perspective. The Transparency Act always targets the beneficial owners of the company, that is, the natural persons who control the legal entity (Art. 4 para. 1 LETA in conjunction with Art. 1 to 7 LETO). It does not ask to whom the assets in the company's bank account economically belong. Form A, by contrast, targets precisely these assets when the bank captures a domiciliary company.
Two standards for the same domiciliary company
For a domiciliary company, the bank documents on Form A all persons who are beneficial owners of the assets brought into the business relationship with the bank, with no participation threshold (Art. 39 para. 1 in conjunction with Art. 27 CDB 20). The decisive factor is to whom the assets belong, not the size of a holding in the company.
The Transparency Act applies a different standard to the same company. A person is a beneficial owner if they control the company, directly or indirectly, alone or in concert with others, with at least 25 percent of the capital or the votes, or control it in another manner (Art. 4 para. 1 LETA). If no one can be determined in this way, the most senior member of the governing body takes this place by way of substitution (Art. 4 para. 2 LETA).
The consequence is familiar. Persons may appear on Form A who are absent from the Transparency Register, for instance because their holding is below 25 percent. Conversely, the register may show a person who is not listed on Form A as a beneficial owner of the assets, for instance a person of the governing body reported by way of substitution. Both entries are correct in themselves, because they follow a different legal basis and therefore answer different questions.
The principle of the discrepancy notification
If a financial intermediary identifies a discrepancy between the information in the Transparency Register and the information available to it, it must report this to the Transparency Register, provided 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). This notification of discrepancies, in practice also called a discrepancy notification, must be filed within 30 days (Art. 30 para. 2 LETA). The 30-day period for reporting the discrepancy begins to run once the bank has drawn the client's attention to the discrepancy and the reasonable deadline it set for resolving the discrepancy has lapsed unused.
The Ordinance sets clear requirements for the content of the notification. It must state the date, the bank filing it, and the name and registered office of the company concerned. The notifying party is always the bank as an institution, not the individual employee who discovered the discrepancy (Art. 55 para. 1 LETO). The bank must also select one of eight predefined reasons that precisely describes the nature of the discrepancy, for instance that a beneficial owner known to it is missing from the register, that a registered person does not meet this requirement at all, or that the type or extent of control is recorded incorrectly (Art. 55 para. 2 LETO). It may attach supporting documents to substantiate the notification, though this is not mandatory.
For the bank, the statutory protection of good faith is relevant here. A party that files a notification in good faith does not thereby breach banking client confidentiality or any other professional, official or business secrecy, nor does it incur liability for breach of contract towards the client (Art. 30 para. 4 LETA).
The exception for differences arising from anti-money laundering law
Without an exception, banks would have to continuously report discrepancies for domiciliary companies that arise solely from the differing standards. The Ordinance therefore provides that discrepancies need not be reported where they arise from diverging provisions of anti-money laundering legislation, in particular from the definition of the beneficial owner of a domiciliary company, or because financial intermediaries are not obliged under that legislation to identify all beneficial owners within the meaning of the Transparency Act (Art. 56 let. a LETO).
This exception from the obligation to report discrepancies relieves the discrepancy notification of precisely those cases in which Form A and the Transparency Register diverge for systemic reasons. It changes nothing about the due diligence obligations under anti-money laundering law, which continue to derive exclusively from the Anti-Money Laundering Act and the CDB 20. Nor does it relieve the company itself of its obligation to determine its beneficial owners under Art. 4 LETA and to report them to the Transparency Register.
It should be noted that the exception covers only differences arising from anti-money laundering law. Where a discrepancy is based on an actual error in the register, for instance a controlling person that has not been registered or a type of control that has been recorded incorrectly, the exception does not apply and the discrepancy notification remains owed (Art. 55 in conjunction with Art. 56 LETO).
What a risk-aware bank additionally obtains
The exception under Art. 56 let. a LETO relieves the bank of the notification, but presupposes that it can classify the discrepancy in the first place. To determine beyond doubt whether a difference between Form A and the Transparency Register arises from anti-money laundering law and is therefore exempt from the notification obligation, or whether it is based on a reportable error, the bank needs more than the completed Form A.
A risk-aware bank will therefore, in future, have not only Form A provided for domiciliary companies, but also the documentation of the enquiries made into beneficial ownership and a traceable depiction of the control chain. Only these documents make it possible to compare the differing entries in the Transparency Register and on Form A and to establish the reason for the discrepancy beyond doubt. They are, at the same time, the basis for properly substantiating any discrepancy notification or for demonstrating that the exception applies.
Conclusion
The Transparency Act does not recognise domiciliary companies and always targets the beneficial owners of the company, whereas Form A, for a domiciliary company, targets the beneficial owners of the assets. These differing standards give rise to systemic discrepancies that could in principle trigger a discrepancy notification, but which are expressly exempted from the obligation to report discrepancies under Art. 56 let. a LETO. For the bank, the effort therefore shifts from reporting to classification. Anyone who has the enquiries into beneficial ownership and the control chain documented in a structured manner can distinguish differences arising from anti-money laundering law from genuine register errors and apply the exception with legal certainty.
Solutions for banks and financial intermediaries
This is precisely where Konsento's Transparency Register Assistant comes in. It guides the reporting company or its representative through all the enquiry steps that the Transparency Act and its Ordinance require for the correct identification of beneficial owners and automatically prepares the reporting data. It also produces a number of by-products that support banks in fulfilling their own due diligence obligations:
When a bank's corporate client prepares its report to the Transparency Register through this tool, documents are automatically generated that fit directly into the bank's KYC process. The control-chain visualisation shows every level of the ownership and control structure, from the beneficial owner to the company, with the capital and voting-right shares at each level, and can be saved as a PNG file. The eight-part documentation dossier records the entire identification process, including the persons examined and excluded, the legal basis for each assessment, the verification status and the result of the sanctions screening. This gives the bank exactly the documentation of the enquiries it needs to classify a discrepancy between Form A and the Transparency Register.
For operationally active corporate clients, the tool additionally generates a Form K pre-filled from the LETA analysis, following the three-tier logic of the CDB 20, showing the beneficial owners with their name and full residential address (Art. 21 para. 1 CDB 20). The underlying identification is based on a legally reviewed analysis of the rules under Art. 1 to 7 LETO, so that the bank receives not merely a client self-declaration but a structured and traceable basis. The data is additionally available as a structured CSV export for further processing in the bank's own systems.