Reporting to the Transparency Register via the Commercial Register – Requirements and Differences from the Simplified Report

The Transparency Act requires companies limited by shares (AG) and limited liability companies (GmbH) to report their beneficial owners to the transparency register (Art. 9 LETA). This can be done directly via an electronic platform. In certain cases, however, the report can also be filed via the cantonal commercial register office (Art. 11 LETA). In addition, the Ordinance provides for a simplified reporting procedure for the GmbH and the single-member company limited by shares alongside the full report (Art. 35 and 36 LETO). Anyone who mixes up these two questions quickly loses track.

This article separates the two questions clearly. It shows under which conditions the report can be filed via the commercial register office, what a full report filed this way contains, how the simplified report differs from it and which cases must be filed via the electronic platform. It is based on the Transparency Act (LETA), the associated Ordinance (LETO) and the Explanatory Report on the Ordinance.

In this article

• Two questions that must be answered separately
• The requirements for reporting via the commercial register office
• The full report via the commercial register office
• The simplified report and how it differs from the full report
• Which channel applies when
• A change in the commercial register triggers the reporting obligation to the transparency register
• Common mistakes
• Conclusion

Two questions that must be answered separately

Every report raises two independent questions. The first concerns the channel, that is, where the report is filed. The options are the electronic platform, which is always available (Art. 22 para. 1 LETA, Art. 26 para. 1 LETO), and the cantonal commercial register office, which is only available under certain conditions. We will come to these conditions shortly. The second question concerns the scope. Either the company files a full report, or it uses the simplified reporting procedure, in which it merely confirms its beneficial owners (Art. 35 and 36 LETO).

The two questions can be combined. This results in four options, three of which are subject to conditions. The fourth, the simplified report via the commercial register office, is particularly narrowly limited (Art. 37 para. 1 LETO).

The rest of this article works through this matrix step by step. First comes the question of the channel, then the full report via the commercial register office and finally the simplified report.

The requirements for reporting via the commercial register office

Reporting via the commercial register office is not a stand-alone procedure that can be used at any time. It is tied to a commercial register procedure and requires three things that must be met at the same time (Art. 11 LETA, Art. 32 let. d LETO).

A fact is entered in the commercial register

The company must in any case be having a fact entered in the commercial register (Art. 11 para. 1 LETA). Typical examples are a new incorporation, a capital increase, a change on the board of directors or a relocation of the seat. The report to the transparency register is enclosed with the application as a separate document (Art. 33 para. 1 LETO). A company that does not initiate an entry does not have this option.

All beneficial owners are registered in the commercial register

All beneficial owners must be registered in the commercial register as company members or as a governing body of the company (Art. 11 para. 1 LETA). For the GmbH, this is often the case because the company members are registered with their capital contributions (Art. 73 para. 1 let. i CRO). The situation is different for the AG. The shareholders do not appear in the commercial register; the board of directors and other governing bodies are registered. Reporting via the commercial register office is therefore only open to an AG if all beneficial owners are also registered as members of the board of directors or in another governing body function. A majority shareholder without a seat on the board of directors, a holding company as shareholder or control across several levels of ownership rule out this channel.

The company confirms completeness

In the report, the company confirms that all beneficial owners are registered in the commercial register and that there are no others (Art. 11 para. 2 LETA, Art. 32 let. d LETO). The commercial register office does not check the information for accuracy and completeness but forwards it (Art. 11 para. 3 LETA). The responsibility remains with the company, more precisely with the most senior member of the governing body, who may delegate the task but cannot give up the responsibility (Art. 12 LETA). It is checked later by the authority maintaining the register and by the control authority (Art. 33 para. 1 and Art. 35 LETA). Anyone who wilfully breaches the reporting obligation risks a fine of up to CHF 500,000 (Art. 43 let. b LETA).

The following graphic summarises the three requirements as a decision tree.

The full report via the commercial register office

A company that meets the requirements can file its full report via the commercial register office. This applies to every company, including existing companies that are currently making a change in the commercial register, and regardless of the structure of the beneficial owners, as long as they are registered in the commercial register. The full report is therefore the standard case for this channel.

What the full report contains

In terms of content, the report via the commercial register office corresponds to the report via the platform (Art. 32 let. a and b LETO). It essentially comprises four elements.

• Information on the company with business name, legal form, seat and UID, together with the surname, first name and function of the person making the report and their e-mail address or a statement that no electronic communication is desired (Art. 11, 19 and 32 let. c LETO).
• For each beneficial owner, the surname, first name, date of birth, nationalities and domicile as well as the AHV number or, if there is none, a copy of the passport, identity card or foreign national identity card (Art. 10 LETO).
• Information on the nature and extent of control, whereby an ownership interest in the capital must be assigned to one of three bands, namely 25 to 50 per cent, over 50 to 75 per cent or over 75 per cent, supplemented in the case of indirect control by information on the chain of control (Art. 12, 13 para. 1 and Art. 15 LETO).
• The confirmation that all beneficial owners are registered in the commercial register and that there are no others (Art. 32 let. d LETO).

Form, format and signature

The report is made either on the paper form or with the electronic data entry tool, both provided by the authority maintaining the register (Art. 33 para. 2 LETO). To the best of our current knowledge, as of early November 2026, the reporting channel via the electronic data entry tools is not yet available, even though the Act and the Ordinance provide for it from the date of their entry into force without a transitional period.

The report via the commercial register office is submitted in the same form as the commercial register procedure, that is, by post or electronically (Art. 33 para. 3 LETO). The information does not belong in the application for entry in the commercial register itself. Otherwise it would be published together with the supporting documents, which is why the commercial register office rejects the supporting documents in this case (Explanatory Report on Art. 33 LETO).

The report must be signed by the authorised signatories registered in the commercial register in accordance with their signing authority, or by an authorised third party whose power of attorney must be signed by authorised members of the supreme management or administrative body and enclosed with the report (Art. 34 para. 1 and 2 LETO). On paper, a handwritten signature is required; for electronic submission, a qualified electronic signature with a qualified electronic time stamp (Art. 34 para. 3 and 4 LETO).

What happens after submission

The commercial register office records the report and forwards it electronically to the authority maintaining the register, together with the publication number in the Swiss Official Gazette of Commerce (Art. 42 para. 1 and 2 LETO). This requires that the entry in the commercial register is actually made. If the entry is refused or the prescribed form is missing, the office forwards nothing and informs the company (Art. 42 para. 6 and 7 LETO). As soon as the report is complete, the authority maintaining the register enters the information and confirms this to the company (Art. 33 para. 2 LETA). No fee is charged for the report (Art. 41 para. 1 LETA, Explanatory Report on the LETO).

Changes via the commercial register office

Changes to the entry in the transparency register can also be reported via the commercial register office if a commercial register procedure is under way at the same time and the requirements of Art. 11 LETA are met (Art. 39 para. 1 LETO). It is irrelevant which channel was used for the original report. The company can submit a complete new report or limit itself to the changed information. In the second case, it must clearly state on the form which information is changing and that everything else remains the same. If this statement is missing, the authority maintaining the register treats the report as a complete new report and overwrites the existing entry, which can result in an incomplete entry (Art. 32 let. e LETO, Explanatory Report).

The simplified report and how it differs from the full report

The simplified reporting procedure relieves companies with a simple structure. The company no longer has to provide all personal data itself. It merely confirms who the beneficial owners are, and the remaining information comes from the commercial register. The procedure is only available to two types of company.

The GmbH

A GmbH can file a simplified report if all company members are natural persons, all beneficial owners are also company members, control is exercised through the ownership interest in the capital and the GmbH is neither in liquidation nor in bankruptcy nor in a debt restructuring moratorium (Art. 35 para. 1 LETO). In this case, it is sufficient to confirm that the company members holding at least 25 per cent of the capital are the beneficial owners. No further information is required (Art. 35 para. 2 LETO). The commercial register office calculates the extent of the ownership interest on the basis of the registered capital contributions (Art. 38 LETO). If control is not based solely on the capital, for example because a company member has more votes than capital contributions, a full report is required.

The single-member company limited by shares

For the company limited by shares, the simplified procedure is reserved for the single-member company limited by shares, colloquially also referred to as a one-man company. The company has only one shareholder, who is a natural person. This shareholder is registered in the commercial register as the sole member of the board of directors and is the sole beneficial owner. In addition, the company must be neither in liquidation nor in bankruptcy nor in a debt restructuring moratorium (Art. 36 para. 1 LETO). It is then sufficient to confirm the sole shareholder as the beneficial owner (Art. 36 para. 2 LETO). If the company has two shareholders or if the sole shareholder is not the only member of the board of directors, a full report is required.

How the simplified report is filed

Via the electronic platform, the simplified report is available to all companies that meet the criteria, including existing ones. The platform automatically retrieves the information on the company members or the member of the board of directors from the commercial register office. If the data in the commercial register is incomplete, the company must supplement the report (Art. 37 para. 1 and 3 LETO).

Via the commercial register office, the simplified report is more narrowly defined. In addition to the requirements of Art. 11 LETA, the company must be newly entered in the commercial register, that is, in the case of a new incorporation or a relocation of the seat from abroad (Art. 37 para. 1 LETO). The reason is that the commercial register does not hold the date of birth of every registered person, because the obligation to record it was only introduced after many companies had been registered (Art. 24b CRO, Explanatory Report on Art. 37 LETO). The commercial register office then supplements the report itself with the information on the persons (Art. 37 para. 2 LETO). An existing GmbH that, for example, only changes its address can therefore only file a full report via the commercial register office. The Explanatory Report expressly states that the data must be recorded in full for all other companies.

The direct comparison

The following table compares the two types of report.

Which channel applies when

The two questions result in a clear division into cases that are filed exclusively via the platform and cases in which the company has a choice.

Exclusively via the electronic platform

The platform is the only channel in four situations.

• No fact is entered in the commercial register at the same time. This applies to most existing companies for their initial report, as well as to changes that do not coincide with a commercial register procedure, for example a change of shareholder.
• Not all beneficial owners are registered in the commercial register, for example in the case of shareholders without a seat on the board of directors, holding structures or control by other means.
• The company cannot confirm that the information is complete.
• An already registered GmbH or single-member company limited by shares wishes to file a simplified report and is not being newly registered.

Either the platform or the commercial register office

If all requirements of Art. 11 LETA are met, the company has a choice, as it may report via the commercial register office but is not obliged to do so (Art. 11 para. 1 LETA). The full report is then available via both channels. The simplified report is available via both channels only in the case of a new incorporation or a relocation of the seat from abroad; for existing companies, it is available only via the platform. In practice, reporting via the commercial register office is particularly suitable if a notary or fiduciary professional is accompanying the application anyway and submits all documents together.

Exclusively via the commercial register office

There is no such case. The electronic platform is always available, and the commercial register office is an additional channel for companies that are making an entry anyway (Art. 22 para. 1 LETA).

The following overview summarises the most important situations.

A change in the commercial register triggers the reporting obligation to the transparency register

The Transparency Act has been in force since 1 October 2026. Depending on their legal form and audit obligation, existing companies have transitional periods of between three months and two years (Art. 51 para. 2 and 3 LETA). However, these periods are only maximum periods. As soon as an existing company applies for a change to its entry in the commercial register, the transitional period no longer applies; instead, a period of one month applies. The company must then report its beneficial owners to the transparency register within one month, even if the transitional period would otherwise run longer (Art. 51 para. 1 LETA). The commercial register office expressly draws the company’s attention to its reporting obligation at this first change (Art. 52 para. 1 LETA). Anyone applying for an election to the board of directors, a change of domicile or another change should therefore plan the report to the transparency register at the same time and prepare it together with the application.

Common mistakes

In practice, there are four main pitfalls that lead to queries or to a report not being forwarded.

• The information on the beneficial owners is included in the application for entry in the commercial register instead of in a separate document (Art. 33 para. 1 LETO).
• The company assumes that the simplified report via the commercial register office is also available to existing companies (Art. 37 para. 1 LETO).
• The report is filed via the commercial register office even though not all beneficial owners are registered, for example a shareholder without a seat on the board of directors. The office then does not forward the report (Art. 42 para. 7 LETO).
• A report of changes does not state that only individual items of information are changing, so that the existing entry is overwritten (Art. 32 let. e LETO).

Conclusion

The distinction becomes simple once channel and scope are separated. Only a company that is having a fact entered at the same time, whose beneficial owners are all registered in the commercial register and that can confirm completeness can report via the commercial register office. For these companies, the full report via the commercial register office is possible, even if they have existed for some time. The simplified report, on the other hand, is limited to the GmbH and the single-member company limited by shares and, for existing companies, is filed exclusively via the platform. Only in the case of a new incorporation or a relocation of the seat from abroad can both simplifications be combined.

For the majority of existing companies limited by shares, there is therefore no way around the electronic platform, because their shareholders are not registered in the commercial register. In borderline cases, for example where the most senior member of the governing body is reported as the beneficial owner on a subsidiary basis (Art. 4 para. 2 LETA), it is advisable to consult the competent commercial register office before submission.

How to make sure you choose the right reporting channel

First check whether your company is having a fact entered in the commercial register anyway and whether all beneficial owners are registered there as company members or as a governing body. Then decide whether to file a full or a simplified report. Konsento’s Transparency Register Reporting Assistant supports you in this decision. It guides you through the verification steps for identifying the beneficial owners and shows you whether the simplified report is an option for your company or whether you must file a full report. It records the information and supporting documents for the documentation required by law and prepares your report.

If a change in the commercial register is due, Konsento also supports you with that. With the new Commercial Register Assistant, you prepare the application for your AG or GmbH. This applies, for example, to the election or departure of members of the board of directors, to changes in signing authority or procuration, to a new domicile or to the assignment of capital contributions of a GmbH. The assistant takes your company’s data from the commercial register, guides you through the questions and prepares the application with all the necessary supporting documents. Konsento reviews your case before you sign and then submits the documents for you.

Combining the two steps is particularly practical. The report to the transparency register can be continued seamlessly from the prepared application for entry in the commercial register. This is especially helpful for existing companies that are changing their entry in the commercial register for the first time and must then report within one month (Art. 51 para. 1 LETA). Anyone who prepares the application for a changed fact with Konsento and then also prepares the report to the transparency register with Konsento receives the application for entry in the commercial register free of charge. Cantonal commercial register fees still apply. Start with your application for entry in the commercial register and have the report to the transparency register prepared at the same time.