LETA fully excludes listed companies, pension institutions and legal entities that are at least 75 percent held by public bodies from its scope. For companies that do not fall under these exemptions but are nevertheless held by a listed company, a pension institution or a contractual investment fund, LETO provides for specific simplifications. These simplifications reduce the identification and reporting obligations for the relevant ownership interest to basic information about the holding institution, without requiring a natural person to be identified as the beneficial owner. The article also explains how an exempt subsidiary should respond if the authority maintaining the register is unaware of the exemption and issues a request. For all other ownership interests in the company, the ordinary rules continue to apply unchanged.
As a general rule, every Swiss company must identify and verify the natural persons behind its shareholders and report them to the transparency register, tracing the entire ownership chain (Art. 1 and Art. 4 para. 1 LETA). However, not every ownership interest actually has to be traced back to a natural person. Where a listed company, an occupational pension institution or a contractual investment fund is involved, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) provides for specific simplifications. If you are a board member, member of management or founder and such an investor appears in your shareholder structure, you may rightly ask what still has to be reported and what can be omitted. This article first explains which companies are fully exempt from the transparency register and then sets out the simplifications that apply in the remaining cases and why the Federal Council introduced them.
Contents
These companies are exempt from the transparency register from the outset
Why additional simplifications are needed despite these exemptions
Simplification where a listed company holds an ownership interest
Simplification where an occupational pension institution holds an ownership interest
Simplification where a contractual investment fund holds an ownership interest
What these simplifications mean for the reporting obligation in practice
These companies are exempt from the transparency register from the outset
The Transparency Act exempts three groups of companies entirely from its scope from the outset (Art. 3 LETA). A company that falls within one of these groups does not have to identify any beneficial owners, verify any information, document anything or register in the transparency register.
The first group comprises companies whose equity securities are listed in whole or in part on a stock exchange, as well as their subsidiaries, provided that more than 75% of those subsidiaries is held directly or indirectly by such a listed company (Art. 3 let. a LETA). The legislator's reasoning is that the disclosure obligations under stock exchange law already ensure transparency from a 3% ownership interest onwards (Art. 120 FinMIA). What matters is a listing on a Swiss stock exchange within the meaning of Art. 26 let. b FinMIA or on a foreign stock exchange with equivalent disclosure obligations.
The second group concerns occupational pension institutions and other pension-related institutions supervised under Arts. 61 and 64a OPA (Art. 3 let. b LETA). These include, for example, vested benefits institutions, Pillar 3a institutions and employer-sponsored welfare funds. Because the composition of the supreme governing body of such institutions is prescribed by law (Arts. 51 and 51a OPA), no individual third party can obtain control over the foundation assets.
The third group comprises legal entities in which a public body holds an ownership interest of at least 75% (Art. 3 let. c LETA).
Importantly, only the first exemption extends to subsidiaries. An occupational pension institution itself is exempt, but its subsidiaries are not. This is precisely the gap addressed by the simplifications discussed below.
What happens if the authority is unaware of the exemption
The exemption for subsidiaries of listed companies applies by operation of law. There is neither a report nor a form through which a company can declare itself exempt to the transparency register (Art. 3 let. a LETA). For the company concerned, this is unproblematic because it knows its ownership structure from its own share register. The situation is different for the Federal Office of Justice, which maintains the transparency register (Art. 20 para. 1 LETA). Because a company's share register is not public, the Federal Office cannot tell from the outside whether a company that has submitted no report is legitimately exempt or has simply failed to comply with its reporting obligation.
The Act addresses this uncertainty not by requiring the company to prove its exemption, but by granting the authority a supervisory power. The Federal Office of Justice checks whether the legal entities subject to the Act have made the prescribed reports and, if it cannot establish this, may require a company to report within a specified period (Art. 33 para. 3 LETA). For a subsidiary that is in fact exempt, this means that it generally does not have to take any action until it receives such a letter. No proactive action is provided for or required beforehand.
If such a request remains unanswered, two consequences arise that are unfavourable for the company concerned. First, once the specified period has expired, the Federal Office may register the company in the transparency register ex officio, although it cannot name a beneficial owner because none has ever been reported (Art. 33 para. 4 LETA). Second, the very fact that the company failed to comply with a request within the specified period results in a note being added to its register entry (Art. 34 para. 1 let. b LETA). Such a note indicates that there are doubts about the accuracy, completeness or currency of the information and is visible to the authorities and financial intermediaries that have access to the register (Art. 34 para. 2 LETA). It does not mean that the company has actually done anything wrong, but it can have practical consequences, for example if a financial intermediary accesses the register in the context of a business relationship.
The Act expressly provides that a company may request the removal of such a note at any time if it submits sufficient evidence that the information is accurate, complete and up to date. For an exempt subsidiary, the risk therefore does not lie in waiting as such, but in allowing the deadline set in a request to expire. A note cannot be proactively avoided by making an unsolicited report in advance. Instead, the company should respond to any request within the deadline and submit evidence of the parent company's listing and ownership percentage before that deadline expires. The Act does not regulate in detail how the Federal Office of Justice will accept such evidence or close the matter thereafter; this will likely only become clear in practice.
Why additional simplifications are needed despite these exemptions
If an ownership interest is below the 75% threshold, or if a company is held by an occupational pension institution or an investment fund, none of the three exemptions under Art. 3 LETA applies. The company concerned remains fully subject to the reporting obligation. It must register in the transparency register, report changes on an ongoing basis (Art. 10 LETA), and comply with its documentation and record-keeping obligations (Art. 8 LETA).
Without additional rules, such a company would have to trace the ownership interest of the listed company, occupational pension institution or investment fund back to an actual natural person. This would be burdensome and of little practical value because transparency for these three types of investor is already ensured through other channels: stock exchange law, supervision under the OPA, or the structure of the investment fund itself. The Federal Council therefore introduced three targeted simplifications in the Ordinance, based on Art. 7 para. 3 LETA, Art. 9 para. 2 LETA and the delegation provision in Art. 19 LETA (Arts. 16 to 18 LETO).
These simplifications operate at a different level from the exemptions under Art. 3 LETA. They do not remove the reporting obligation as a whole; they merely reduce the information that has to be obtained and reported for the specific ownership interest concerned.
Simplification where a listed company holds an ownership interest
If a listed company holds between 25% and 75% of the capital or voting rights in another company, the simplification under Art. 16 LETO applies. The lower threshold of 25% exists because, below that level, there is no control within the meaning of the Act in any event (Art. 4 para. 1 LETA). The upper threshold of 75% exists because, above that level, the company is already fully exempt (Art. 3 let. a LETA). The simplification therefore closes precisely the gap between these two thresholds.
The ownership interest may also be held indirectly through several levels, provided that at least 25% is held at the first level and more than 50% at each subsequent level (Art. 2 para. 2 LETO).
For this part of the ownership interest, the company only has to obtain and report the identification details of the listed company: company name, legal form, municipality of its registered office, postal code, country of registered office and enterprise identification number (UID), supplemented by the name, registered office and country of registered office of the stock exchange on which it is listed (Arts. 11 and 16 let. b LETO). By contrast, for this ownership interest it is not necessary to identify a natural person as the beneficial owner, collect personal details such as date of birth or place of residence (Art. 10 LETO), obtain evidence of identity (Art. 7 para. 2 LETA), or trace the chain of control behind the listed company any further (Art. 15 LETO).
Simplification where an occupational pension institution holds an ownership interest
If a company is held by an occupational pension institution or another pension-related institution, the simplification under Art. 17 LETO applies. Unlike the simplification for listed companies, this rule has no upper threshold. The reason is that the exemption under Art. 3 let. b LETA applies only to the occupational pension institution itself, not to its subsidiaries. A real estate company held 100% by a pension fund therefore remains subject to the transparency register, but can rely fully on the simplification for this ownership interest.
Here too, the report is reduced to the identification details under Art. 11 LETO, namely the company name, legal form, registered office and enterprise identification number (UID) of the occupational pension institution, without the additional listing information required by Art. 16 LETO. For this ownership interest, the identification of a natural person and the tracing of the chain of control are likewise not required.
It should be noted that this simplification is available only to Swiss occupational pension institutions that themselves fall within Art. 3 let. b LETA. If a foreign pension fund holds an ownership interest in a Swiss company, the chain of control behind that ownership interest must be fully clarified.
Simplification where a contractual investment fund holds an ownership interest
The third simplification concerns ownership interests held for a contractual investment fund (Art. 18 LETO). Such a fund has no separate legal personality; legally, it is a contract between the fund management company, the custodian bank and the investors. It therefore does not fall within the scope of the Transparency Act in the first place, which is why no separate exemption under Art. 3 LETA is required.
In practice, an investment fund naturally holds positions in many different companies, so its ownership interest in any one of them will usually remain below the threshold of 25% of the capital or voting rights (Art. 4 LETA) and therefore will not qualify as control in the first place. This may change, however, if the fund builds up a larger position in a particular company, for example in a smaller, less liquid company or through a targeted investment outside stock exchange trading. Such a position may still be insignificant for the fund as a whole, but it is not insignificant for the company concerned. If the ownership interest in that individual company reaches or exceeds the 25% threshold, the simplification under Art. 18 LETO applies. In this case, it is not the fund itself that must be identified and reported, but the fund management company, which as a legal entity has a company name, legal form, registered office and enterprise identification number (UID) and can therefore be identified under Art. 11 LETO.
What these simplifications mean for the reporting obligation in practice
The following overview summarises which simplification applies to which ownership interest and how the rules differ.
All three simplifications have one feature in common that is easily overlooked in practice. They always apply only to the specific ownership interest held by the listed company, occupational pension institution or investment fund, not to the reporting company as a whole. For example, if a listed company holds 50% of a company, that company must still identify, verify and report all beneficial owners in relation to the remaining 50%, including any control by other means (Art. 3 LETO).
It also remains unchanged that a company relying on one of these simplifications must still be registered in the transparency register and comply with its other statutory obligations. The only reduction concerns the effort required to identify and report one specific, clearly separable ownership interest.
Conclusion
The transparency register does not require every ownership interest to be traced back to a natural person in every case. Where a listed company, an occupational pension institution or a contractual investment fund is involved, reduced identification details are sufficient because transparency is already ensured through other mechanisms. A company with such an investor in its shareholder structure should nevertheless check carefully whether the conditions for the relevant simplification are actually met and to which part of the ownership structure it applies. For all other shareholders, the ordinary obligations to identify, verify and report beneficial owners remain unchanged.
How these simplifications can be handled in practice
Manage the ownership structure and beneficial owners in one place
Anyone managing a mixed shareholder structure of this kind will be familiar with a problem that goes beyond the purely legal question. In practice, ownership relationships, information on individual shareholders and evidence relating to beneficial owners are often scattered across the share register, Excel spreadsheets, emails or individual investors. This is exactly where Konsento's digital share register comes in. Beneficial owners are not managed separately, but linked directly to the existing ownership and share-register structure, for each investment and each share category. Changes remain historically traceable, so it is possible to determine at any point in time who was the beneficial owner and on the basis of which ownership position. Investors can add their own details directly, while the company manages the same information in its own view, reducing follow-up questions and duplicate data maintenance.
How the Transparency Register Reporting Assistant recognises the simplifications
Konsento's Transparency Register Reporting Assistant builds on this data. In substance, it takes on the role that would otherwise be performed by an adviser: it guides you step by step through the identification of beneficial owners and consistently applies the statutory logic to your structure, without requiring you to consult LETA and LETO each time. The built-in identification engine covers precisely the situations discussed in this article. If a listed company, an occupational pension institution or an investment fund holds a material ownership interest, the assistant recognises that the simplification under Art. 16, 17 or 18 LETO applies and limits the information collected to what is required for that case. At the same time, for the remaining non-privileged ownership interests that, under the principle described above, must still be fully identified and verified, the same process carries out the ordinary identification of the beneficial owners. Both layers are therefore handled within the same workflow instead of being assessed separately and then manually combined.
Documentation and next steps
The result is not only a report-ready overview, but also a structured documentation dossier recording which persons and structures were reviewed and why, supplemented by a visual representation of the chain of control. If you want to know which simplification applies to your shareholder structure, exactly which information you need to obtain and how the remaining ownership interests should be assessed, Konsento's Transparency Register Reporting Assistant guides you through precisely this review, building on your existing digital share register.