The Ordinance on the Transparency of Legal Entities (LETO) enters into force on 1 October 2026, opening the two-year transitional period for initial reports to the transparency register. Compared to the consultation draft, the Federal Council has made improvements on several material points: the threshold for indirect control has been corrected to “more than 50 per cent”, the standalone fiduciary provision has been removed, and the concept of “control by other means” has been more clearly structured. There is also relief on the reporting burden, as certain register changes will in future be transferred automatically. A direct API interface to the transparency register is planned but will not be available at the time of entry into force.
On 12 June 2026, the Federal Council decided at its session to set 1 October 2026 as the date on which the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) and the associated implementing ordinance (LETO) enter into force. This brings clarity: the obligation to report to the federal transparency register begins on 1 October 2026, and from that date the transitional period for initial reporting starts to run (Art. 51 para. 2 LETA).
Between the consultation draft of the LETO and the version now adopted, there are a number of differences that are directly relevant to companies and their governing bodies. This article explains what has specifically changed and what this means in practice.
Table of Contents
- The threshold for indirect control: more than 50 per cent instead of at least 50 per cent
- The standalone fiduciary provision has been removed
- Control by other means: a clearer structure instead of open-ended terms
- Acting in concert: the aggregate holding is decisive
- Reduced reporting burden for register changes
- Conclusion: what the finalised LETO means for companies
The Threshold for Indirect Control Has Been Corrected
One of the most significant corrections compared to the consultation draft concerns the question of at what level of ownership a natural person controls an intermediate company in such a way that this control “flows through” to the company below it.
The consultation draft had proposed that the threshold for indirect control should already be met at “at least 50 per cent”. That would have meant: anyone holding exactly 50 per cent in a holding company through which they in turn hold an interest in another company would be regarded as the beneficial owner of that company. Several consultation participants — including the Swiss Bankers Association and a number of law firms — pointed out that this departed from established practice. Under the Agreement on the Swiss Banks’ Code of Conduct with Regard to the Exercise of Due Diligence (CDB 20), the standard has always been that indirect control is assumed only above “more than 50 per cent”. This standard also corresponds to European law.
The Federal Council accepted this concern and set the threshold in the final LETO at “more than 50 per cent”. The practical consequence is clear: a person holding exactly 50 per cent of the interests in an intermediate company does not control it within the meaning of the LETO and therefore does not trigger a reporting obligation through the chain of control. Only a person holding more than half qualifies as controlling. This adjustment creates consistency with existing law and prevents ownership constellations that were previously considered non-controlling from suddenly giving rise to a reporting obligation.
The Standalone Fiduciary Provision Has Been Removed
The consultation draft had provided for fiduciary arrangements as a standalone control criterion: anyone holding shares or interests in their own name but on behalf of a third party was to be subject to a specific article of the LETO. Numerous consultation participants objected to this special construction, arguing that fiduciary arrangements are already captured by the general control criteria and do not justify a separate category.
The Federal Council agreed with this assessment and removed the separate fiduciary provision in the final version of the LETO. Fiduciary arrangements are therefore no longer a standalone control criterion, but rather one of several possible means by which “control by other means” can be exercised. Accordingly, the regulation of fiduciary arrangements is now found in Art. 3 para. 2 lit. e LETO.
For practice, this means: anyone holding shares in a fiduciary capacity must still disclose this — the legal classification is now clearer and systematically more coherent. The fiduciary arrangement gives rise to a reporting obligation because it is a means of control by other means, not because it corresponds to a separate criterion.
Control by Other Means Has Been Restructured
Closely linked to the preceding point is a broader revision of the concept of “control by other means”. In the consultation draft, this concept was broadly defined and systematically imprecise. The final LETO now clearly distinguishes between two elements that are to be understood as conceptually separate.
On one side stands the object of control: this refers to specific rights that can give rise to actual control over a company. These include the right to appoint or remove members of the board of directors, veto rights over material decisions, and control over profit distributions. On the other side stand the means by which such control can be exercised — for example contractual arrangements, capital instruments, statutory provisions, fiduciary arrangements, or related parties.
This restructuring is more than an editorial revision. It results in a narrower criterion and makes it clearer whether a reportable case of control by other means exists in a given situation or not. For companies with complex shareholder agreements, preferential rights, or special statutory structures, it is worth examining this question carefully.
Acting in Concert: the Aggregate Holding Is Decisive
Several persons can jointly control a company without any one of them individually reaching the 25 per cent threshold for beneficial ownership. The LETA expressly covers persons acting in concert (Art. 4 LETA). The consultation draft did not fully clarify how the 25 per cent threshold is to be calculated for persons acting in a coordinated manner.
The final LETO clarifies that the aggregate holding of all persons acting in concert is decisive for assessing the threshold — and not each person’s individual holding considered separately. This is consistent: if four persons each hold 10 per cent and coordinate their voting, they together hold 40 per cent and thereby exceed the threshold. Each of them is to be reported as a beneficial owner, even though none of them individually holds 25 per cent. This clarification reduces scope for interpretation and creates greater planning certainty for companies with shareholder agreements or similar coordination mechanisms.
Reduced Reporting Burden for Register Changes
The final LETO also contains a practical simplification that was not provided for in this form in the consultation draft. Certain changes at a company or in relation to an already-reported natural person no longer need to be separately notified to the transparency register — the registry authority automatically takes over these data from existing registers.
Specifically, this covers changes such as company name, legal form, registered office, or postal code taken from the Commercial Register, as well as changes to the name, first name, or nationality of reported natural persons taken from the central persons database when these result from a reconciliation with the Central Compensation Office (Art. 40 para. 3 LETO). The registry authority notifies the affected legal entities of the changes made and confirms the entry (Art. 40 para. 4 LETO). This automatic transfer of data is a targeted step to reduce the burden on companies: anyone who relocates their registered office or renames their company does not need to report this change twice — i.e., separately to the transparency register and to the Commercial Register.
An API Interface Is Planned, but Not Yet Available
During the consultation, various parties expressed the wish to be able to transmit reports to the transparency register directly from existing systems via a technical interface — without going through the electronic platform or the Commercial Registry Office. This concern was taken on board: the final LETO provides that the Federal Department of Justice and Police (FDJP) may make a corresponding interface (API) available.
However, this interface will not be available when the LETO enters into force on 1 October 2026. It is in the planning stage and will only be realised at a later date. Companies and their service providers that had hoped for a direct technical integration will need to continue reporting via the electronic platform or the Commercial Registry Office for the time being.
Conclusion
The final LETO is more precise and more practice-oriented in several respects than the consultation draft. The correction of the threshold for indirect control to “more than 50 per cent” creates consistency with established banking practice. The removal of the standalone fiduciary criterion simplifies the systematic classification without changing anything substantively. The restructuring of “control by other means” sharpens a concept that had previously been too open-ended. The clarification on acting in concert and the simplifications regarding register changes reduce both interpretive uncertainty and administrative burden.
The basic framework of the LETA remains unchanged: covered companies must identify their beneficial owners and report them to the transparency register. The transitional period for initial reporting runs for two years from the date the LETO enters into force on 1 October 2026, i.e. until the end of September 2028 (Art. 51 para. 2 LETA). Anyone who approaches the deadline in a structured manner and relies on a suitable tool that navigates through the applicable qualification criteria and helps to determine those relevant in the specific case will find that the effort involved is manageable for most SMEs.
Prepare Now, Before Time Gets Short
The transitional periods are in some cases very tight: depending on the legal form and audit requirements, the first companies must have filed their report by the end of 2026 (Art. 51 LETA). Anyone who waits too long risks working under time pressure and neglecting important preliminary clarifications. It therefore makes sense to get the process set up in good time.
Konsento supports companies in recording and managing ownership interests in the digital share register and in preparing for the reporting obligation to the transparency register. The Konsento digital share register is free of charge for up to 150 shareholders. Register today to prepare your company for the transparency register in a structured and timely manner.