What Information Must Be Reported to the Transparency Register

Introduction

With the entry into force of the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA), Switzerland is creating a central register designed to give authorities quick access to accurate, complete and up-to-date information about the individuals who ultimately stand behind Swiss companies. For board members, founders and entrepreneurs, this raises a very practical question: what exactly do I need to report?

The answer is more nuanced than many assume. It is not simply a matter of submitting a name and an address. The LETA and its implementing ordinance (LETO) require a substantively justified register entry that makes it transparent who controls a company, how that control is exercised and, where relevant, through which structures it operates. This article explains what is specifically required and where the typical pitfalls lie.

Table of Contents

1. What is the Transparency Register?
2. Information on the beneficial owner
3. Nature and extent of control
4. The control chain: when intermediate levels must be reported
5. Information on the reporting legal entity
6. Special case: listed company holdings
7. Special case: beneficial owner cannot be identified
8. Deadlines and change notifications
9. Common misconceptions in practice

What is the Transparency Register and Who Is Affected?

The Transparency Register is a centrally maintained, non-public register operated by the federal government, primarily aimed at combating money laundering and related risks. Reporting obligations apply in principle to all companies under Swiss private law as well as to certain legal entities governed by foreign law with a sufficient connection to Switzerland, for example through a registered branch, the place of effective management or ownership of real estate in Switzerland (Art. 2 para. 1 LETA).

At the heart of every report is the beneficial owner: the natural person who ultimately controls a company through at least 25 percent of its capital or voting rights, or through control exercised in other ways (Art. 4 para. 1 LETA). If no person meets these criteria, the most senior member of the governing body is treated as the beneficial owner on a subsidiary basis (Art. 4 para. 2 LETA).

Information on the Beneficial Owner

The identity section of the report contains, for each beneficial owner, their surname and first name, date of birth, nationality, as well as the municipality and country of residence. A full postal address is not required in the register itself, but the company must obtain and retain it for internal purposes and in case of authority requests (Art. 9 para. 1 LETA).

The LETO also specifies how the person to be reported must be captured during the identification process. The company is required to verify whether the relevant person holds a Swiss social security number (AHV number); if not, a copy of an identity document must be obtained and submitted (Art. 9 LETO). This identification logic is not mere formalism — it allows the register authority to carry out automated cross-checks against existing personal data records.

Nature and Extent of Control

In addition to identity data, the LETA always requires information on why a person qualifies as a beneficial owner, meaning what type of control they exercise and to what extent (Art. 9 para. 1 lit. e LETA). The LETO breaks this down into three dimensions.

First, the nature of the control must be specified: whether it is exercised alone or jointly with third parties, whether it is direct or indirect, and whether it is based on a shareholding or exercised in other ways (Art. 6 para. 1 LETO). Second, where control is based on a shareholding, the extent is not reported as an exact percentage but in threshold bands: whether the holding falls between 25 and 50 percent, more than 50 to 75 percent, or more than 75 percent (Art. 6 para. 2 LETO). Third, where control is exercised in other ways, the report must describe how that control is specifically exercised — for example through rights to appoint or remove the majority of board members, through veto rights, or through the right to determine profit distributions (Art. 8 LETO in conjunction with Art. 3 LETO).

A report is only complete once it clearly shows which of these patterns applies and which threshold band the control falls into.

The Control Chain: When Intermediate Levels Must Be Reported

In many SME structures, the path from the beneficial owner to the company is direct and straightforward. As soon as intermediate companies, trusts or fiduciary arrangements enter the picture, however, the LETO requires additional information on the so-called control chain.

The obligation to obtain and report information on the control chain is triggered when either a trust or at least two intermediate persons or legal entities stand between the beneficial owner and the company, or when a fiduciary relationship exists within the chain (Art. 7 para. 1 LETO). In such cases, specific identification data must be collected for each element of the chain: for natural persons, name, date of birth, nationalities and residence details; for companies, legal name, UID and registered seat; for trusts, additionally the roles of each party involved (Art. 7 para. 2 LETO).

An important clarification: not every intermediate level automatically triggers a reporting obligation. The control chain requirement is tied to clear and exhaustive triggers, which in straightforward cases allows for a lean report while ensuring traceability in higher-risk structures.

Information on the Reporting Legal Entity

To ensure that a report can be correctly assigned to the right company, the LETO also requires information about the reporting entity itself. For companies under Swiss law, this includes in particular the UID and the company name, as well as the surname, first name, function and email address of the reporting person (Art. 10 para. 1 LETO). Companies that do not wish to communicate electronically with the register authority may indicate this accordingly.

For legal entities governed by foreign law, additional details are required, including legal form, registered address, the category of the connection to Switzerland, and the name and address of a representative in Switzerland or a service address in Switzerland (Art. 10 para. 2 LETO).

Special Case: Holdings Through Listed Companies

Where a company is partially held by a listed company, the LETA provides for a simplified reporting approach. In such cases, it is sufficient to report the fact of the listed holding and submit the required basic information, specifically the company name, UID or foreign identification number, registered seat, the name of the stock exchange, the place of listing and, where available, the ticker symbol (Art. 9 para. 2 LETA in conjunction with Art. 10 para. 3 LETO). This simplification applies to holdings between 25 and 75 percent; where the listed company holds more than 75 percent, the company is exempt from the scope of the LETA entirely.

Special Case: Beneficial Owner Cannot Be Identified

The LETA does not demand perfect outcomes — it demands transparent ones. If a company is unable to identify a beneficial owner or to satisfactorily verify that person's identity or qualifying status despite reasonable efforts, it must expressly disclose this in the report and submit all available relevant information (Art. 9 para. 3 LETA).

The LETO specifies what must be reported in this situation: the available information on any control chain and on non-cooperating shareholders, as well as the most senior member of the governing body as the so-called contact person (Art. 12 LETO). This person is not treated as a beneficial owner but serves as a point of contact for authorities and signals at the same time that the company has fulfilled its obligations to the extent possible.

Deadlines and Change Notifications

The initial report must be submitted within one month of the company's entry in the commercial register or, for legal entities governed by foreign law, within one month of falling within the scope of the LETA (Art. 9 para. 4 LETA). Changes to registered facts must likewise be reported within one month of becoming known (Art. 10 LETA).

The LETO further clarifies that changes in shareholdings only trigger a reporting obligation when a threshold is crossed upward or downward as a result (Art. 18 para. 3 LETO). In certain cases, the reporting obligation also lapses where the register authority can adopt changes directly from other registers — for example, company name changes from the commercial register or name changes from the civil status register (Art. 18 para. 4 LETO).

Common Misconceptions in Practice

A widespread misconception is the assumption that nothing needs to be done in straightforward structures because the relevant persons already appear somewhere in the commercial register. The LETA operates on its own control logic: what is reported is who ultimately controls the company within the meaning of the statutory criteria, and also how and to what extent that control is exercised (Art. 9 LETA in conjunction with Art. 6 LETO). The seemingly simple case is therefore not a non-case — it is simply one that involves less effort in data collection.

A second common misconception concerns the control chain: those who assume they must list every intermediate level in any holding or group structure are overestimating the requirements. The LETO ties the control chain obligation to clear and exhaustive triggers. The objective is not maximum data volume but targeted traceability precisely where it genuinely matters.

Conclusion

A report to the Transparency Register is more than entering a name. It is a substantively justified record of who controls a company, on what basis and through which structures. The LETA sets out the core data to be reported and the applicable deadlines (in particular Art. 9 and 10 LETA), while the LETO governs the level of detail: information on the nature and thresholds of control, the conditions for control chain disclosures, identification logic and the treatment of special cases (in particular Art. 6 to 12 and Art. 18 LETO).

Understanding this structure from the outset allows you to prepare reports accurately, avoid errors and prevent subsequent corrections or annotations in the register. Particularly for companies with an active shareholder structure, ongoing capital rounds or holdings involving multiple individuals, it pays not to leave these obligations to the last moment.