The new LETA does not only cover shareholders with an ownership interest of more than 25%, but also groups of persons acting in concert. This article explains that the interpretation of this concept is guided by decades of Swiss stock exchange law practice and applies the categories developed there to shareholders’ agreements and co-investor syndicates in non-listed Swiss companies limited by shares. A practical example shows that members of investor groups with coordinated voting commitments, veto rights and board rights may need to be reported individually as beneficial owners based on the group’s aggregate ownership interest, even where no individual person reaches the 25% threshold. Finally, the article shows how companies can prepare for this reporting obligation with a structured data basis and a guided identification process.
From 1 October 2026, Swiss companies limited by shares and limited liability companies must report their beneficial owners to the new transparency register. For many board members and founders, this may initially sound like a manageable exercise: anyone holding more than 25% of the capital or voting rights is reported; everyone else is not. However, this view is too simplistic as soon as several shareholders are linked by a shareholders’ agreement (SHA) or a co-investor syndicate.
In addition to control exercised by a single person, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA) also recognises control exercised jointly by several persons where they coordinate their conduct with a view to controlling a company (Art. 4 LETA). This concept of acting in concert is substantively based on a concept that has been established in Swiss stock exchange law for decades. Anyone familiar with the practice of the Swiss Takeover Board and the Disclosure Office can therefore assess quite specifically which clauses in a shareholders’ agreement may constitute acting in concert and which do not.
The central question addressed in this article is when a shareholders’ agreement constitutes acting in concert within the meaning of LETA and how realistic it is that a company with such an agreement may also have to report shareholders holding significantly less than 25% as beneficial owners. Listed companies are excluded from the scope of LETA (Art. 3 let. a LETA). The answer therefore does not concern listed companies, even though stock exchange law is used for interpretation, but rather Swiss startups and SMEs with several investors who coordinate through a shareholders’ agreement or an investors’ agreement.
Table of contents
- What LETA means by acting in concert
- Why stock exchange law practice is relevant to interpretation
- Which clauses in shareholders’ agreements may constitute acting in concert
- Why the ownership threshold is calculated jointly when persons act in concert
- A practical example involving a Swiss co-investor syndicate
- What companies and investors should review now
- Conclusion
What LETA means by acting in concert
The beneficial owner of a company limited by shares is generally the natural person who holds a relevant ownership interest in the capital or voting rights, with the Act expressly providing that this ownership interest may be held either alone or by acting in concert with third parties (Art. 4 para. 1 LETA). The Ordinance further defines this concept by providing that a person acts in concert if, for the purpose of exercising control over a legal entity, whether through an ownership interest or by other means, that person coordinates their conduct with third parties (Art. 4 LETO).
This definition is deliberately broad and is not limited to formal agreements. Control by other means, i.e. control that is not based on an ownership interest in the capital or voting rights of at least 25%, may also be exercised directly or indirectly, alone or by acting in concert with third parties (Art. 3 para. 1 LETO). In practice, this means that a veto right, a right to appoint members of the board of directors or contractual influence over profit distributions agreed jointly by several shareholders may fall within the concept of acting in concert, even if none of the persons involved individually reaches the 25% threshold.
The concept of acting in concert runs throughout the Ordinance and is not limited to shareholders of a company. In the context of control over a trust, a person may likewise have the right or the actual ability to make certain key decisions, such as decisions concerning the management of trust assets, distributions or the appointment of trustees, either alone or by acting in concert with third parties (Art. 5 para. 2 LETO). This shows that the legislator understood the coordinated exercise of control as a distinct and overarching concept rather than as a special rule for isolated situations.
Why stock exchange law practice is relevant to interpretation
Neither LETA nor the Ordinance introduces the concept of acting in concert from scratch. The Federal Council Dispatch expressly states that the concept of joint action has the same meaning as under stock exchange law and refers to the rules on acting in concert or as an organised group in the context of the disclosure of shareholdings (Federal Council Dispatch of 22 May 2024, Federal Gazette 2024 1607, pp. 88 f., in conjunction with Art. 120 of the Financial Market Infrastructure Act and Art. 12 of the FINMA Financial Market Infrastructure Ordinance). For companies and their legal advisers, this is a significant practical advantage because they do not have to prepare for an entirely new interpretation regime but can draw on many years of established practice from the Disclosure Office and the Swiss Takeover Board.
Under this practice, persons act in concert if they coordinate their conduct with third parties with regard to the exercise of voting rights or by other means in order to exert influence over a company. A minimum common purpose and a certain degree of external organisation are required, although the arrangement does not necessarily have to be set out in a written agreement and may also arise from implied conduct. The decisive questions are whether the coordinated conduct is objectively capable of enabling control over the company and whether the circumstances indicate that such control is also intended. Under this approach, a shareholders’ agreement is relevant only if it actually confers control over the company, and not merely because such an agreement exists.
Which clauses in shareholders’ agreements may constitute acting in concert
Over the past twenty years, the Swiss Takeover Board and its predecessor authorities have developed extensive practice on which contractual elements create control-relevant coordination and which do not. These categories can be applied directly to shareholders’ agreements and investors’ agreements in Swiss startups and SMEs because the underlying question is the same: whether several shareholders coordinate with a view to exercising control over the company.
The following situations have, among others, been recognised in practice as coordinated conduct with a control nexus:
- a shareholders’ agreement providing for voting commitments regarding the composition of the board of directors as well as consensual and unanimous decision-making on important matters (Swiss Takeover Board decision concerning Repower AG, 2012)
- an agreement among shareholders concerning material changes to the board of directors, even where the jointly held voting interest is significantly below 25% (decision concerning Genolier Swiss Medical Network SA, 2010)
- a consortium agreement among several independent investors for the joint acquisition of a controlling interest and the definition of a corporate strategy (recommendation concerning Aare-Tessin AG für Elektrizität, 2005)
- a pooling agreement that closely involves the target company in the decision-making process of the pool members, for example by having the chair of the board of directors convene the pool meeting (recommendation concerning Helvetia Holding AG, 2008)
- the re-formation of a shareholder group through a new shareholders’ agreement containing rules on the composition of the board of directors and transfer restrictions (decision concerning Advanced Digital Broadcast Holdings SA, 2010)
By contrast, practice has rejected control-relevant coordination in the following cases:
- a mere right to designate a minority of the members of the board of directors without additional voting commitments or veto rights (decision concerning EFG International AG, 2016)
- an investors’ agreement limited to an obligation to contribute new equity without regulating the exercise of voting rights (decision concerning Arpida AG, 2009)
- customary subscription and placement commitments in connection with a capital increase that have no impact on the control structure (decisions concerning Bossard Holding AG, 2013, and Thurella AG, 2009)
- a lock-up agreement of customary duration serving solely to stabilise the share price (decision concerning Cytos Biotechnology AG, 2015)
- anti-dilution protection in favour of an individual shareholder that merely protects that shareholder’s own ownership interest (decision concerning Leclanché SA, 2014)
- a unilateral right of first refusal without accompanying voting commitments or other arrangements (decision concerning EFG International AG, 2016)
Applying these categories to Swiss startups and SMEs reveals a clear pattern. Pure transfer restrictions such as rights of first refusal, tag-along rights or anti-dilution protection customary for a financing round do not, on their own, constitute acting in concert. However, once several investors additionally agree to exercise their voting rights jointly in elections to the board of directors, grant one another veto rights over budget, strategy or financing decisions, or bindingly agree on a joint exit strategy, the agreement moves into precisely the area that practice classifies as control-relevant coordination.
Why the ownership threshold is calculated jointly when persons act in concert
For the reporting obligation, it is crucial whether a company determines control for each beneficial owner individually or together with third parties. The Ordinance therefore requires the legal entity to determine expressly, for each beneficial owner, whether that person exercises control alone or by acting in concert with third parties (Art. 12 let. a LETO).
If this assessment is positive, a rule applies that is regularly underestimated in practice. Where several persons control a legal entity by acting in concert, the relevant ownership threshold is not calculated separately for each person but on the basis of the ownership interests held collectively by all persons involved in the concerted action (Art. 13 para. 2 LETO). For a startup with a co-investor syndicate, this means that five investors who each hold 6% and are coordinated by an appropriately structured shareholders’ agreement together hold 30% and therefore exceed the 25% threshold, even though no individual investor comes close to that threshold.
Importantly, calculating the ownership interest jointly does not alter the individual identification obligation. The company must still establish and report the identity of every individual person involved in the concerted action; only the extent of control is determined collectively rather than on a person-by-person basis. Acting in concert therefore does not result in fewer persons having to be reported. On the contrary, it will typically result in more persons becoming subject to the reporting obligation regardless of the size of their individual ownership interest.
A practical example involving a Swiss co-investor syndicate
A typical example illustrates how realistic this scenario is in practice. In a financing round, a Swiss company limited by shares brings on board four business angels who each acquire 7% of the share capital, as well as a venture capital investor with a 9% ownership interest. Together, these five investors therefore hold 37% of the company, while the founders nominally retain the majority with 63%. An investors’ agreement, which also operates as a shareholders’ agreement, provides that the investor group may jointly appoint one member of the board of directors, that decisions on the annual budget, material new hires and any follow-on financing require the approval of a majority of the investor group, and that the investor group will coordinate the exercise of its voting rights in the event of a sale of the company.
This combination of voting commitments for the election of the board of directors, veto rights over key business decisions and coordinated voting in an exit scenario corresponds precisely to the characteristics that the Swiss Takeover Board has repeatedly classified as control-relevant coordination. For the company, this means that it must classify the investor group as acting in concert (Art. 4 LETO), use the group’s jointly held 37% ownership interest for purposes of the relevant threshold (Art. 13 para. 2 LETO), and identify and report all five investors individually as beneficial owners, even though the highest individual ownership interest is only 9%. In addition, the founders must of course also be reported as beneficial owners.
Acting in concert in cases of control by other means does not require a 25% threshold
The practical example above concerns a group of investors that jointly holds more than 25% of the capital. Equally relevant in practice, yet easily overlooked, is the fact that acting in concert does not require any specific capital or voting-rights interest. As mentioned above, control by other means may also be exercised directly or indirectly, either alone or by acting in concert with third parties (Art. 3 para. 1 LETO). This form of control is not linked to a particular percentage interest, but to specific rights that enable a person or group of persons to exercise significant influence over the company.
More specifically, the Ordinance assumes control by other means where one person, or several persons jointly, have the right or the actual ability to appoint or remove more than half of the members of the board of directors, to veto resolutions concerning the corporate purpose, management, corporate strategy, budget, investment planning or financing, or to bring about decisions on profit distributions (Art. 3 para. 1 LETO). The Ordinance expressly provides that such rights may arise, in particular, from agreements with shareholders, which will typically include a shareholders’ agreement (Art. 3 para. 2 let. a LETO).
For a startup or SME, this means that a shareholders’ agreement may give rise to acting in concert even where the participating investors together hold significantly less than 25% of the capital. What matters is not the size of their shareholdings, but whether the agreement grants the persons concerned a joint veto right over budget, strategy or financing decisions, or enables them jointly to determine a majority of the board of directors. Even two investors holding 5% each who agree in a shareholders’ agreement on a joint veto right over the taking on of debt financing may, on this basis, be considered to be acting in concert and therefore qualify as beneficial owners, even though neither their individual nor their combined shareholding comes anywhere close to the 25% threshold.
Startups with a shareholders’ agreement should therefore review it in two separate and independent steps: first, with regard to the shareholding held jointly, as described in the preceding section, and second, with regard to the instruments referred to in Art. 3 para. 2 LETO, irrespective of the actual percentage interest held by the investors concerned.
What companies and investors should review now
Board members, founders and CFOs should systematically review existing shareholders’ agreements and investors’ agreements before the reporting obligation takes effect on 1 October 2026. The key question is not whether a shareholders’ agreement exists at all, but what it actually contains. Agreements limited to transfer restrictions, a customary right of first refusal or time-limited anti-dilution protection will generally not yet constitute acting in concert. However, once they also include voting commitment clauses, veto rights over strategic decisions or coordinated board nomination rights, the company should assume that the investors concerned need to be treated as a group.
Because identifying the individual persons involved in acting in concert and correctly calculating the ownership threshold on an aggregate basis are prone to error in practice, it is worth using a structured solution that brings the relevant agreements, ownership interests and reporting information together in one place. Konsento’s Transparency Register Reporting Assistant was developed precisely for this purpose and guides companies through the identification of beneficial owners, including cases in which several shareholders act in concert.
Conclusion
Acting in concert is not a theoretical fringe issue under LETA but a concept with considerable practical significance, particularly for Swiss startups with several investors. Because the interpretation is guided by decades of stock exchange law practice, it is possible to predict with some precision which clauses in a shareholders’ agreement may constitute acting in concert: in particular, voting commitments for elections to the board of directors, veto rights over strategic decisions and coordinated exit arrangements. Pure transfer restrictions or individual anti-dilution protection, by contrast, will generally not be sufficient on their own. And because, where persons act in concert, the ownership threshold is calculated for the group as a whole rather than for each person individually, it is entirely realistic that a company with a well-structured, investor-friendly shareholders’ agreement may have to report shareholders holding significantly less than 25% as beneficial owners.
How Konsento supports companies with shareholders’ agreements in implementation
The preceding sections show that correctly dealing with shareholders’ agreements and co-investor syndicates is not a one-off assessment but an ongoing process, from the structured recording of ownership interests and the actual identification process through to continuous monitoring. Konsento covers these three phases with interconnected modules.
Digital share register
The starting point is Konsento’s digital share register, which already supports startups and SMEs in the ongoing management of their ownership structures and is available free of charge for master data management for up to 150 shareholders. Each ownership interest is recorded in a structured manner by share class, with a distinction being made from the outset between whether the registered shareholder is the beneficial owner or whether there are additional natural persons behind that shareholder who must also be recorded. For foreign business angels, who generally do not have a Swiss AHV number, the required proof of identity, such as a passport, identity card or residence permit, is stored in encrypted form. Changes to ownership interests remain fully traceable because previous information is not overwritten but documented with a direct link to the relevant position in the share register at that time. If individual details are missing, the persons concerned can be invited directly through the platform to provide their data themselves, further reducing the company’s administrative workload.
Transparency Register Reporting Assistant
The Transparency Register Reporting Assistant builds on this data basis. It guides the company step by step through its ownership interests, similar to a structured questionnaire. It asks who holds which shares, whether additional agreements such as a shareholders’ agreement exist, and whether there may be a chain of control through an intermediate legal entity, a fiduciary arrangement or persons acting in concert. In the background, the assistant automatically applies the relevant rules of LETA and the Ordinance on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETO) to the information entered, so nobody within the company has to look up and interpret the individual statutory provisions themselves.
The result is a graphical representation of the entire control structure, clearly showing the individual levels of ownership and the relevant percentages, which can be used directly for the report to the federal electronic platform. A company would have to spend considerably more time and money to obtain a comparably detailed assessment from a law firm than is required for Konsento’s guided, software-supported process.
Monitoring solution
Because ownership structures, particularly in growing startups, change continuously, a one-off initial report is rarely sufficient. Konsento’s monitoring solution therefore continuously monitors both changes in the shareholder structure and the relevant thresholds, as well as changes to the master data of beneficial owners who have already been reported. As soon as one of these changes triggers a discrepancy report to the transparency register, the solution alerts the company immediately so that the relevant report can be submitted on time.
The first step for your company
If your company has a shareholders’ agreement or pools investors in a co-investor syndicate, now is a good time to take a close look at the voting commitment, veto and board-related clauses it contains. A reliable assessment, however, requires the underlying ownership interests to be recorded cleanly and in a structured manner rather than scattered across Excel spreadsheets, agreements and emails. Set up your share register with Konsento now - it remains free for up to 150 shareholders - and invite your investors directly through the platform to provide their beneficial ownership information themselves. On this structured basis, your shareholders’ agreement can then be assessed reliably, and by the time LETA enters into force on 1 October 2026 you will know exactly whom you need to report.
Post Summary
The new LETA does not only cover shareholders with an ownership interest of more than 25%, but also groups of persons acting in concert. This article explains that the interpretation of this concept is guided by decades of Swiss stock exchange law practice and applies the categories developed there to shareholders’ agreements and co-investor syndicates in non-listed Swiss companies limited by shares. A practical example shows that members of investor groups with coordinated voting commitments, veto rights and board rights may need to be reported individually as beneficial owners based on the group’s aggregate ownership interest, even where no individual person reaches the 25% threshold. Finally, the article shows how companies can prepare for this reporting obligation with a structured data basis and a guided identification process.