Branch Offices of Foreign Companies
Anyone who has registered a branch office in Switzerland, manages their company from here, or owns real estate is subject to the TJPG—even without a Swiss company. It is not the branch office but the foreign company itself that is required to register. The deadline applies uniformly, without the phased approach or the two-year option available to Swiss companies—and the most severe penalty is imposed directly on the branch office.
In a nutshell
- Subject to reporting
- The foreign company
- No
- The branch office itself
- Connecting factors
- Three—one is enough
- Deadline in effect
- 6 months, until April 1, 2027
- New classification
- 1 month
- In addition
- Representation or address for service
- Administration in Switzerland
- Register of holders
- Sanction
- Deletion of the branch office
The company, not the branch, is required to file a report
This is where most misunderstandings arise. A branch office is not a separate legal entity, but rather a legally dependent yet commercially independent part of the parent company. It has no capital of its own, no shareholders of its own, and no one behind it.
For this reason, Art. 2(1)(b) TJPG does not subject the branch to reporting requirements, but rather the legal entity governed by foreign law. The branch’s entry in the commercial register serves merely as the point of reference. The beneficial owners of the foreign company—that is, the natural persons at the end of its ownership chain, regardless of which country they are located in—are identified and reported.
The Three Criteria
Art. 2(1)(b) of the Swiss Act on the Jurisdiction of the Swiss Federal Criminal Court (TJPG) lists three criteria. A single connecting factor is sufficient to subject the entire company to the law.
A branch office in Switzerland that is registered in the Commercial Register. The registration is decisive, not the actual physical presence.
The actual management is located in Switzerland. What matters is where the company is actually managed—not its statutory registered office.
Ownership of real property in Switzerland or the acquisition of such property within the meaning of Article 4 of the Federal Act on the Acquisition of Real Property by Persons Abroad.
The second connecting factor is most often overlooked. It applies regardless of any registry entry: A company with its registered office abroad whose board of directors meets in Switzerland and whose business is managed from here is subject to Swiss law—even if nothing is registered in Switzerland and no office exists there.
Whether a connection applies often comes down to details. The comprehensive TJPG check examines all three criteria as well as the exceptions and documents the result with justification—even a “not subject to the law” determination must be substantiated.
What obligations apply
Art. 17(1) TJPG declares Articles 4–14 to be applicable mutatis mutandis to legal entities governed by foreign law. In substance, this means the same obligations apply as for a Swiss AG, supplemented by two specific provisions.
- Identification and Verification The beneficial owners must be identified, and their identities must be verified with the due diligence required by the circumstances—using the same criteria as for Swiss companies, applied to the foreign capital and voting rights structure.
- Documentation and Retention: The information must be documented, kept up to date, and made accessible in Switzerland at all times. Retention period: ten years after a person has ceased to hold that status.
- Reporting: Personal data, the nature and scope of the control, and information about the company itself must be submitted to the transparency register.
- Designate a Representative When registering with the registry, a representative or a registered address in Switzerland must be designated (Art. 17(2) TJPG).
- Provide Additional Information: Pursuant to Art. 23 TJPV, the following must also be reported: which of the three connecting factors applies to the company, as well as the last name, first name, and address of the representative or the address of the registered address for service.
For all other matters, Art. 22 TJPV refers to the general provisions: Articles 1–21 TJPV apply mutatis mutandis. Thus, the four control categories, the three threshold ranges, and the rule that the chain of control must be disclosed only if there are two or more intermediate levels or in the case of a trust relationship remain in effect. Details on this can be found on the page regarding stock corporations.
Foreign structures are rarely flat; holding chains spanning multiple jurisdictions, trusts, and fiduciary holdings are the norm here.
Launch Management ToolDeadlines
The staggered transition periods for Swiss companies—two years or three to six months, depending on the audit status—do not apply here. Art. 51 TJPG explicitly refers to legal entities under Swiss private law. For foreign companies, Art. 53 TJPG contains a separate, uniform rule.
| Situation | Deadline | Effective Date |
|---|---|---|
| Already assigned upon entry into force | 6 months after entry into force (Art. 53 TJPG) | 1 April 2027 |
| Coverage begins only after October 1, 2026 | 1 month after coverage begins (Art. 9, para. 4 TJPG) | Ongoing |
| Real estate acquisition within the meaning of Art. 4 of the Valuation Act | Proof to be provided upon filing; if missing, 10 days from the date the deadline is set | Transaction-dependent |
| Change to a fact entered in the registry | 1 month from the date of knowledge (Art. 10 TJPG) | Ongoing |
The second line deserves attention. A newly registered branch office, a relocation of the management to Switzerland, or the purchase of real estate each triggers a new reporting obligation—and in such cases, the six-month deadline does not apply; instead, the deadline is one month.
You can find all deadline schedules, including a calculator and deadline calendar, under “Transparency Register: Deadline—When Must You File?”
Six months sounds like plenty of time—until the chain spans three jurisdictions. Experience shows that it takes weeks to obtain information and copies of identification documents from beneficial owners abroad.
Launch Management ToolConduct cross-border investigations, document them in Switzerland
With foreign structures, the effort lies in the investigation, not in the reporting—and in the question of how you document the results for a Swiss authority.
- Clarify jurisdiction and exceptions under Art. 3 TJPG
- Map cross-border chains spanning multiple jurisdictions
- Collect information on beneficiaries abroad in a structured manner
- Keep documentation accessible in Switzerland
- Monitor deadlines and new connections
Details about your case
The sections above cover the typical scenario. These points address specific connections and consequences.
Additional Requirement for Actual Administration in Switzerland A list of owners at the place of administration—in addition to the notification.
Anyone who manages their company from Switzerland is subject to a second, separate obligation. According to Art. 18 TJPG, a register of owners must be maintained at the place of actual management. It must contain the last and first names or the business name, as well as the address of these persons.
This obligation is in addition to the registration; it does not replace it. The register is also not submitted to the registry but remains available at the place of administration.
This also applies to legal entities without legal personality. This distinction often leads to errors in practice. The reporting obligation under Art. 2(1)(b) TJPG applies only to legal entities governed by foreign law. The registration obligation under Art. 2(3) TJPG goes further: Art. 24(1) TJPV additionally covers legal units governed by foreign law that are not legal entities, provided that the transparency requirements under the Global Forum’s reference criteria apply to them.
The categories listed include corporations, partnerships, foundations, and other legal entities. A foreign partnership with its actual management in Switzerland may therefore be subject to the registration requirement without having to file a report.
Real estate: Proof must be provided prior to registration. Without an entry in the transparency register, the application for registration in the land registry will be rejected.
The third criterion has a consequence that can block the acquisition. If a legal entity governed by foreign law, as defined in Art. 4 of the Swiss Property Transfer Tax Act (BewG), acquires real property in Switzerland, it must provide proof of its registration in the Transparency Register to the land registry office at the time of filing for registration (Art. 40(1) of the Swiss Land Registry Act (TJPG)).
Registration should therefore be part of the transaction preparation, not its conclusion. Furthermore, under Art. 65(4) TJPV, the land registry offices and the enforcement authorities of the BewG shall, upon request, disclose to the supervisory authority which foreign legal entities own real property in Switzerland. Anyone who fails to comply here will stand out.
The consequences of inaction include fines, rejection by the land registry—and the cancellation of the branch office.
In addition to the general sanctions, the law includes a measure that applies only to foreign companies.
| Legal Basis | Consequence |
|---|---|
| Art. 43 TJPG | Fines of up to CHF 500,000 for intentional violations of reporting or disclosure obligations, including providing false information to the supervisory authority |
| Art. 44 TJPG | A fine of up to CHF 100,000 for anyone who intentionally fails to comply with a final decision of the supervisory authority |
| Art. 38(3)(b) TJPG | Order to remove the branch office from the commercial register |
| Art. 40 para. 3 TJPG | Rejection of the application for entry in the land register |
| Art. 33, para. 4 TJPG | Ex officio registration if no notification has been made by the deadline |
| Art. 45, para. 4 TJPG | Statute of limitations for criminal prosecution begins only after seven years |
Behind the scenes, the registry authority assigns each legal entity to a risk category—high, medium, or low (Art. 64 TJPV). Art. 64(3) TJPV explicitly lists the criteria: legal form and country of incorporation, the number and reasons for any notes, nationality, and the registered office or residence address of the beneficial owners, the nature of control, and the existence of fiduciary relationships or trusts. In the case of cross-border structures, several of these criteria are thus addressed simultaneously.
Frequently asked questions
Who is required to file a report: the branch or the foreign company?
The foreign company. The branch is not a separate legal entity but a legally dependent part of the parent company. According to Article 2(1)(b) of the TJPG, its entry in the commercial register is merely the connecting factor that subjects the parent company to the law.
What are the connecting factors?
Three: a branch office registered in the Commercial Register in Switzerland, actual management in Switzerland, or ownership of real property in Switzerland or an acquisition within the meaning of Article 4 of the Real Property Tax Act (BewG). Any one of these is sufficient.
Does this requirement also apply to the branch office of a publicly traded company?
No. According to Article 3(a) of the TJPG, legal entities whose equity interests are listed on a stock exchange in whole or in part are exempt, as are subsidiaries in which such companies hold more than a 75 percent stake. The exemption applies to the foreign company itself, not to the branch office.
By when must we file a report?
Any entity that is already subject to the law when it takes effect has six months under Article 53 of the TJPG, i.e., until April 1, 2027. Any entity that becomes subject to the law after that date must file a report within one month of becoming subject to the law, pursuant to Article 9(4) of the TJPG. The phased transition periods for Swiss companies do not apply here.
What is the register of owners?
An additional requirement under Article 18 of the TJPG, which applies only if the actual place of management is located in Switzerland. At the location of this management, a list of owners must be maintained that includes the last and first names or the business name, as well as the addresses of these individuals. This requirement is in addition to the filing with the registry; it does not replace it.
We want to buy a piece of real estate in Switzerland. What do we need to keep in mind?
In the case of an acquisition within the meaning of Article 4 of the Real Property Transfer Tax Act (BewG), proof of registration in the Transparency Register must be provided to the land registry office at the time of filing the application. If this proof is missing, the registration is suspended and a ten-day deadline is set for filing the report; if this deadline expires without action, the application is rejected.
Do we need a representative in Switzerland?
Yes. According to Article 17(2) of the Transparency Act (TJPG), a representative or a registered address in Switzerland must be designated when registering with the Transparency Register. The last name, first name, and address of this person—or the address of the registered address—are among the details that must be reported under Article 23 of the Transparency Act Implementation Ordinance (TJPV).
What are the consequences if we fail to register?
In addition to a fine of up to 500,000 Swiss francs under Article 43 of the TJPG, there is a sanction that applies only to foreign companies: Under Article 38(3)(b) of the TJPG, the supervisory authority may order the deletion of the branch from the commercial register if the reporting obligations are repeatedly violated and the circumstances warrant it.
Has your question been answered? Then prepare the notification directly in the management tool.
Launch Management ToolLegal Basis and Additional Resources
- Federal Act of September 26, 2025, on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG, SR 955.3)
- Ordinance of June 12, 2026, on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPV, SR 955.31)
- Federal Act on the Acquisition of Real Property by Persons Abroad (BewG)
- More on this site: Switzerland and Germany · Stock Corporation · GmbH · Association and Foundation · Real Estate Company · Deadlines · Frequently Asked Questions
Last updated: September 16, 2026.
Clarify your tax classification before the deadline expires
Meeting any one of the three criteria is sufficient, and the six-month deadline begins on October 1, 2026. We review regulatory status and exemptions, identify beneficial owners across national borders, and prepare the report.