Swiss Transparency Register: what international groups with a Swiss company, branch or effective management in Switzerland must report by 1 April 2027

Since 1 October 2026, Swiss companies limited by shares and limited liability companies (SA/AG, Sàrl/GmbH), and foreign legal persons with a registered Swiss branch, effective management in Switzerland or Swiss real estate, must report their beneficial owners to a federal register; deadlines run from 1 January to 1 April 2027. A multi-tier trading group must rebuild its chain of control and base register and bank files on the same facts.

Status as of 25 October 2026: the Transparency of Legal Persons Act (TLPA), its implementing Ordinance (TLPO) and the revised Anti-Money Laundering Act (AMLA) have been in force since 1 October 2026, except for the provisions on state notaries, which have been postponed [1][2][3][6]. Reports are filed through EasyGov; the Federal Office of Justice (FOJ) has announced no extension of the deadlines [5][7]. Discrepancy reporting by financial intermediaries, including banks, is a legal obligation from 1 April 2027 (Art. 54 TLPA). However, neither register queries nor such reports are technically possible yet: the FOJ does not expect them before January 2027 via the technical interface (API) and has set no date for EasyGov [9].

Who must report: beyond Swiss companies

The following must report (Art. 2 TLPA):

• Swiss companies limited by shares (SA/AG), partnerships limited by shares, limited liability companies (Sàrl/GmbH), cooperatives, SICAVs, SICAFs and limited partnerships for collective investment;
• legal persons governed by foreign law that have a branch in Switzerland registered in the commercial register or their effective management in Switzerland, or that own or acquire immovable property in Switzerland within the meaning of Article 4 of the Federal Act on the Acquisition of Immovable Property in Switzerland by Foreign Non-Residents (ANRA).

Exempt are listed companies and their subsidiaries held more than 75% by them, occupational pension institutions, and entities at least 75% owned by public authorities (Art. 3 TLPA). Foundations, associations and partnerships fall outside the scope of the Act; a company controlled by a Swiss foundation or association reports the persons specified in Articles 7 and 8 TLPO, including, for a foundation, the effective founder and the beneficiaries [2].

According to the FOJ, a foreign legal person has its effective management in Switzerland, for TLPA purposes, when it is subject to tax in Switzerland within the meaning of Article 50 of the Federal Act on Direct Federal Taxation (DFTA) [5]. This may be the case for a Hong Kong or Dutch company managed day to day from Geneva; it must then keep a register of its owners there (Art. 18 TLPA). The Control Authority, part of the Federal Department of Finance, may ask the tax authorities for the list of entities they consider to be managed in Switzerland (Art. 42(4) TLPA). The place of effective management is a question of fact, to be assessed with your tax advisers; the same analysis applies to the register and to tax.

The timetable: four deadlines, the one-month rule and the two-year route

Counted from 1 October 2026 (Arts. 51 and 53 TLPA), the five- and six-month periods run, according to the FOJ, until 1 March and 1 April 2027 [5]; the table applies the same convention to the other periods.

Ordinary audit (Art. 727 of the Swiss Code of Obligations) applies in particular to companies required to prepare consolidated accounts and to those that exceed two of the following thresholds in two successive financial years: total assets of CHF 20 million, revenue of CHF 40 million, 250 full-time positions [8].

The one-month rule can bring these dates forward: a Swiss company must report within one month of publication in the Swiss Official Gazette of Commerce (SOGC) of the first amendment to its commercial register entry after 1 October 2026 (Art. 51(1) TLPA) [5]. A change of director published on 10 November 2026 therefore moves the deadline to 10 December 2026, even for a company eligible for the two-year period. A foreign entity that comes into scope after 1 October 2026 has one month; if it acquires property, the land register requires proof of its entry in the Transparency Register (Arts. 9(4), 17 and 40 TLPA).

The two-year route (Art. 51(2) TLPA) requires every beneficial owner to be entered already in the commercial register as a partner or as a member of a governing body. Because shareholders of an SA/AG are not entered there, an SA/AG qualifies only if all its beneficial owners are entered as members of the board or of management.

Reconstructing the chain of control

A beneficial owner is the natural person who ultimately controls the company by holding, directly or indirectly, alone or in concert with third parties, at least 25% of its capital or voting rights, or by other means (Art. 4 TLPA). For an indirect holding, the person must hold more than 50% of an intermediate entity which itself holds at least 25% of the company (Art. 2 TLPO) [2].

A person holding 60% of a holding company that owns a Geneva SA is the beneficial owner of the SA. Percentages are not multiplied: the 40% co-shareholder is not a beneficial owner by virtue of that stake alone. That person's position must nonetheless be examined for acting in concert and control by other means (Arts. 3 and 4 TLPO): a right to appoint the majority of the board, a veto over strategy or financing, power over distributions, whether that control stems from a shareholders' agreement, a fiduciary relationship or ties between closely related persons.

The full chain must be reported where it includes at least two intermediaries (a Hong Kong holding company owned by a Dutch holding company, for example), a trust or a fiduciary relationship, or a beneficial owner subject to an asset freeze, notably under the Embargo Act (Art. 15 TLPO). A nominee shareholder is reported as such, distinguishing the principal from the nominee. For a trust, the report must give, among other things, its name, the governing law, the trustee, the other beneficial owners and their roles, and whether the trust is discretionary.

The most senior member of the executive body is reported as a fallback only where no one meets these criteria (Art. 4(2) TLPA). A beneficial owner who exists but cannot be identified or verified is reported as such; the most senior member of the executive body is then named as the person required to provide information, not as a beneficial owner. The entry is annotated and may give rise to a review (Arts. 9(3), 34 and 36 TLPA; Art. 21 TLPO).

Who does what

• The company identifies, verifies, documents and reports; the most senior member of the executive body remains responsible, even where the task is delegated (Arts. 7 to 12 TLPA). A foreign legal person must also designate a representative or a domicile for service in Switzerland (Art. 17 TLPA).
• Shareholders and members notify the company of the beneficial owner within one month of control arising; in a chain, the beneficial owner notifies the company directly, and the intermediaries provide the supporting documents requested (Arts. 13 and 14 TLPA).
• Trustees resident in Switzerland or administering a trust there, if they are not subject to the AMLA, identify and verify the trust's beneficial owners and keep the records accessible in Switzerland (Arts. 2(2), 15 and 16 TLPA). The trust does not report itself: it appears in the chain of control of the companies in which the trustee holds shares.

Reports are filed on EasyGov, using a personal AGOV account. An entity not yet linked to EasyGov receives by post, at its registered office, a power of attorney to be signed by its authorised signatories (Art. 27 TLPO) [5]: allow for postal delays if your directors are abroad. Filing is free of charge, and any later change must be reported within one month (Arts. 10 and 41 TLPA).

Consistency with your bank file

The register is not public; it will be accessible to financial intermediaries, advisers subject to the AMLA and certain authorities (Arts. 25 to 27 TLPA). It does not replace the bank's own review under the AMLA; the bank may rely on the register where that review reveals no irregularities (Art. 23 TLPA) [1].

From 1 April 2027 (Art. 54 TLPA), a financial intermediary that finds a discrepancy casting doubt on the beneficial-ownership information must first contact the client and allow a reasonable time to resolve it, notably by correcting the register entry; if the discrepancy remains, it reports it within 30 days (Art. 30 TLPA). The following need not be reported (Art. 56 TLPO) [2]:

• differences arising from the AMLA's own rules, for example where the bank treats all shareholders of a domiciliary company as beneficial owners, even below 25% [10];
• spelling differences, an additional first name or a married name;
• differences concerning intermediaries in the chain of control, where they cast no doubt on who the beneficial owners are;
• a missing entry or update while the deadline for making it is still running.

A report leads to an annotation and may result in a review and then, for repeated breaches, in the suspension of the rights of the shareholder concerned or the removal of a foreign legal person's branch from the commercial register (Arts. 34 to 38 TLPA).

The aim is not identical forms but a documented reconciliation, ready to produce if the bank contacts the company: for each entity and each bank, the beneficial owners under the TLPA, those declared to the bank (Art. 4 AMLA) and the reason for each difference. A genuine discrepancy should be corrected without delay, in the register or with the bank.

What changes around you

Advisers. The revised AMLA now covers persons who, on a professional basis and on behalf of third parties, assist with financial transactions connected with, among other things, the purchase or sale of real estate, the formation of a foreign entity or a non-operating Swiss entity, or the management of a non-operating entity, as well as those who provide a domicile to an entity for more than six months (Art. 2(3bis) and (3ter) AMLA) [3]. Advisers not previously subject to the AMLA who were active on 1 October 2026 must apply to join a self-regulatory organisation (SRO) before 1 December 2026 and, until the SRO decides, may continue only their existing business relationships [4]. Your corporate service or domiciliation provider will, like a bank, ask you to document your beneficial owners.

Precious metals. A dealer in precious metals or precious stones that accepts more than CHF 15,000 in cash (previously CHF 100,000), even in several instalments, must among other things verify the identity of the counterparty and establish the identity of the beneficial owner (Art. 8a AMLA) [3].

Fines. Intentional breaches of the reporting obligations and false information given to the Control Authority carry a fine of up to CHF 500,000; intentional non-compliance with a ruling, a fine of up to CHF 100,000 (Arts. 43 and 44 TLPA).

What to do now

1. By 15 November 2026: list the entities with a Swiss nexus (company, branch, effective management, property), their deadline and any planned commercial register change; appoint the person responsible for the report; refer the place of effective management of foreign entities to your tax advisers.
2. In November 2026: set up EasyGov access, have the powers of attorney signed and, for foreign entities, designate the representative or domicile for service in Switzerland.
3. Before 1 December 2026: ask the providers that form, administer or domicile your entities where they stand on SRO membership.
4. No later than one month before each deadline: set out the chain of control in writing, gather supporting documents and shareholders' notifications, reconcile this file with the declarations given to your banks and correct genuine discrepancies.
5. Before any commercial register change: file the report first, or at the latest within one month of SOGC publication.
6. Before 1 January, 1 February, 1 March or 1 April 2027, as set out in the table: file the reports.
7. Before 1 April 2027: record, bank by bank, the differences that fall under Art. 56 TLPO.

On this subject, Bolster Group works through its Legal, Risk & Compliance activity: mapping chains of control and beneficial owners, assembling the supporting file and reconciling it with the beneficial-owner declarations given to your banks, in coordination with your regulated advisers. Our partners meet clients in Geneva, Amsterdam and Hong Kong.

This note is for general information only. It is not legal or tax advice; any decision should be assessed with your advisers.

Sources

1. Federal Assembly, Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners (Transparency of Legal Persons Act, TLPA), 26 September 2025, SR 955.3, in force since 1 October 2026 (adopted text published in the Federal Gazette, BBl/FF 2025 2900, on 7 October 2025); English translation for information only, without legal force. https://www.fedlex.admin.ch/eli/cc/2026/323/en
2. Federal Council, Ordonnance sur la transparence des personnes morales et l'identification des ayants droit économiques (OTPM), 12 June 2026, SR 955.31, status as of 1 October 2026 (no official English translation; referred to here as TLPO). https://www.fedlex.admin.ch/eli/cc/2026/364/fr
3. Federal Assembly, Federal Act on Combating Money Laundering and Terrorist Financing (Anti-Money Laundering Act, AMLA), SR 955.0, status as of 1 October 2026; English translation for information only, without legal force. https://www.fedlex.admin.ch/eli/cc/1998/892_892_892/en
4. Federal Council, Ordonnance sur la lutte contre le blanchiment d'argent et le financement du terrorisme (OBA; Anti-Money Laundering Ordinance, AMLO), SR 955.01, status as of 1 October 2026 (Arts. 12d to 12i and transitional provision to the amendment of 26 September 2025). https://www.fedlex.admin.ch/eli/cc/2015/791/fr
5. Federal Office of Justice, Registre de transparence : questions et réponses, accessed 25 October 2026. https://www.transpareg.admin.ch/fr/questions-reponses
6. Federal Council, Federal Council brings new anti-money laundering rules into force, press release, 12 June 2026. https://www.admin.ch/en/newnsb/x3sKLxCJ6S3dQJtfvy0Tb
7. Federal Office of Justice, Début de l'exploitation du registre de transparence, press release, 1 October 2026. https://www.admin.ch/fr/newnsb/L0rkU9ZvCFSw
8. State Secretariat for Economic Affairs (SECO), SME portal, Entreprises soumises à la révision ordinaire (Art. 727 CO), accessed 25 October 2026. https://www.kmu.admin.ch/fr/entreprises-soumises-a-la-revision-ordinaire
9. Federal Office of Justice, Comment consulter le registre ?, accessed 25 October 2026. https://www.transpareg.admin.ch/fr/comment-consulter-le-registre
10. Federal Department of Finance, Ordonnance sur la transparence des personnes morales et l'identification des ayants droit économiques : commentaire, 12 June 2026 (corrigendum of 11 August 2026), commentary on Art. 56(a). https://cms.news.admin.ch/fileservice/sdweb-docs-prod-nsbcch-files/files/2026/08/11/a7550420-f647-41e4-ba83-fb5699893fd0.pdf