Documentation and Retention Obligations under the LETA – What Companies Must Record and Retain

Introduction

The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) introduces a central transparency register in Switzerland. Public discussion has largely focused on the obligation to identify beneficial owners and report them to the register. However, the Act contains a second obligation that is often underestimated: the duty to document all clarifications and supporting documents in a traceable manner and to retain them for many years (Art. 8 LETA).

For board members, executive management, and founders, this raises a very concrete question. Which documents must a company produce, for how long must they be retained, and how must they be organised for the statutory requirements to be met? This article answers these questions and explains why a structured filing system is, in practice, far more important than simply reporting to the register.

Contents

• What the documentation obligation is about
• What information must be documented
• Requirements for retention
• What this means in practice
• Frequently asked questions
• Conclusion

What the Documentation Obligation Is About

The LETA obliges legal entities to identify, verify, report, keep up to date, and document their beneficial owners. While identification and reporting receive the most attention, the Act addresses documentation in a dedicated provision. This requires the company to record the underlying information, keep it current, and file it in a way that allows access from Switzerland at any time (Art. 8 para. 1 LETA).

The purpose of this provision is to enable the competent authorities to establish quickly and without disproportionate effort who was identified as a beneficial owner, on what basis that determination was made, what clarifications were carried out, and what steps the company took if identification proved impossible. What matters is therefore not only the result, but the entire process leading to it.

The Act deliberately prescribes no particular form for the documentation, in order to avoid unnecessary formalities (Message on the LETA, BBl 2024 1607, p. 93 et seq.). Companies are free to choose how they document, but remain responsible for ensuring that the records are complete, up to date, and accessible at all times.

What Information Must Be Documented

The information to be documented follows from the data that the company must obtain in the course of identification in any case (Art. 7 in conjunction with Art. 8 para. 1 LETA). This is not about collecting additional data, but about recording what has already been established in a traceable way.

Identification and Verification of the Beneficial Owner

The following must be recorded in particular: the identity of the beneficial owner, including name, date of birth, nationality, and place of residence; the nature of the control, that is, whether it is exercised through capital, voting rights, or other means; and, in the case of indirect holdings, the entire chain of control. The calculation of the relevant thresholds, the date of determination, and the verification steps taken must also be recorded.

These details alone are not sufficient. The company must additionally retain the supporting documents showing how it arrived at its determination. These typically include:

• Copies of identity documents of the beneficial owner, where required
• Extracts from the commercial register
• Group organisational charts and proof of participation
• Shareholders' agreements or other relevant arrangements
• Internal records of the clarifications carried out

What matters is that the documentation enables proof of how the company determined that a particular person qualifies as a beneficial owner. A simple list of names does not suffice.

Documentation Where Identification Is Not Possible

A particularly relevant situation in practice arises where a company, despite all its efforts, is unable to identify the beneficial owner or to verify the information obtained to its satisfaction. Even in this case, a documentation obligation applies. The company must record this fact and the steps taken in an appropriate manner (Art. 8 para. 2 LETA).

In practice, this may mean that the company files copies of correspondence addressed to shareholders, documents requests for cooperation, obtains extracts from foreign registers, or draws up an organisational chart of the group that also includes the parts that remain unknown despite the company's efforts (Message on the LETA, BBl 2024 1607, p. 94). This makes clear that the company must be able to demonstrate that it has genuinely and diligently fulfilled its duty to clarify, even if identification ultimately proves unsuccessful.

Requirements for Retention

Producing the documents is only the first step. The Act sets additional requirements regarding how long and to what standard the documentation must remain available.

Ten-Year Retention Period

The information and supporting documents must be retained for ten years from the point in time at which the person concerned ceased to be a beneficial owner (Art. 8 para. 3 LETA). In practice, this means that records relating to former beneficial owners must continue to be held for a considerable period, well beyond the date of a transfer of participation or a structural change.

Currency and Traceability

The records must be kept up to date (Art. 8 para. 1 LETA). Changes in the ownership structure or among the beneficial owners must not only be reported, but also reflected in the documentation. The internal archive of clarifications is therefore not a folder created once and then set aside, but a continuously maintained body of records. Loose filing in email inboxes or scattered PDF documents without a clear structure will generally not meet these requirements, because prompt access would not be possible without disproportionate effort – for example in the course of a review by the supervisory authority (Art. 35 and Art. 39 LETA).

Access from Switzerland

The Act requires that the records be accessible from Switzerland at all times (Art. 8 para. 1 LETA). For companies limited by shares and limited liability companies, at least the person authorised to represent the company and resident in Switzerland must also have access to the documented information (Art. 8 para. 4 LETA in conjunction with Art. 718 para. 4 and Art. 814 para. 3 CO). This requirement corresponds to the rule that the Code of Obligations already provides for the register of beneficial owners (Art. 697l para. 4 and Art. 790a para. 5 CO).

For internationally active companies, for entities with management bodies spread across multiple countries, or for holding structures with IT infrastructure located abroad, it is therefore essential to ensure that the records are not filed exclusively outside Switzerland.

Ensuring Continuity Through Changes in Ownership and Management

A frequently underestimated risk arises from personnel and structural changes. The following situations can jeopardise the uninterrupted availability of the records:

• Changes in the board of directors or executive management
• Sale of the company or change of ownership
• Change of fiduciary
• IT migrations or system changes

The retention obligation applies to the company itself and not to individual officers or service providers. The data must therefore be fully preserved even through a change of ownership or management. Where a centralised, structured, and institutionally secure filing system is absent, the risk of data loss or incomplete documentation arises, with potential liability consequences.

What This Means in Practice

Taken together, the documentation and retention obligations result in a structured compliance record covering the entire ownership and control structure of a company. What is required in particular is a traceable versioning of the clarifications, a clear separation between identification data and supporting documents, audit-proof archiving, a defined access concept, and clear allocation of responsibilities.

For larger companies with their own compliance function, this is a familiar task. For smaller companies without such structures, it represents an organisational challenge, particularly because the obligation persists indefinitely and must be revisited with every change. Those who already maintain their shareholder structure and ownership interests digitally and in an audit-proof manner thereby simultaneously lay the foundation for documentation that meets the statutory requirements. A digital solution delivers not only efficiency gains, but above all legal certainty.

Conclusion

The obligations under the LETA do not end with reporting to the transparency register. They require a company to comprehensively document all information, clarifications, and supporting documents relating to the identification of its beneficial owners and to retain them for ten years (Art. 8 LETA). What must be documented is not only identity data and ownership interests, but the entire process of clarification – even where identification ultimately proves impossible.

The records must remain current, structured, accessible at all times, and viewable from Switzerland, including through personnel and structural changes. Those who manage their ownership and control structure in a clean and digital manner from the outset will largely meet these requirements in the course of day-to-day business, and will avoid gaps and liability risks at a later stage.

Laying the Foundation for Audit-Proof Documentation

If you bear responsibility on the board of directors or in executive management, it is worth examining at an early stage whether your clarifications and supporting documents are filed centrally, kept current, and accessible from Switzerland. And if you are yourself affected as a shareholder or beneficial owner, you help the company meet its obligations by responding to cooperation requests completely and promptly. With Konsento, you manage your share register and ownership interests digitally and in an audit-proof manner. You retain a clear overview of changes in the ownership structure at all times. All legal documents that contributed to building up a participation can be attached directly to the corresponding transactions, and all further supporting documents produced or obtained in the course of establishing beneficial ownership can likewise be filed centrally on the platform. Data is held in Switzerland, and authorised users can access all relevant data from Switzerland at any time. Konsento thereby meets all requirements relating to the documentation and retention obligations under the LETA – and makes audit-proof filing an integral part of sound corporate governance.