General partnership and the transparency register
The general partnership is not subject to the reporting obligation – it is not on the list in the TJPG. It can be affected nonetheless: if it holds shares or capital contributions in a company subject to the reporting obligation, if it converts into a GmbH (limited liability company) or AG, and if a foreign counterpart is managed in Switzerland.
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In a nutshell
- Subject to reporting
- No
- Reason
- Not listed in Art. 2 TJPG
- Legal nature
- Partnership
- As a shareholder
- Reporting obligation under Art. 13 TJPG
- Limited partnership
- Likewise not covered
- Partnership limited by shares and LPCI
- Subject to reporting
- After conversion
- Subject to reporting
- Bank form
- Remains
Why the general partnership does not report
Art. 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation exhaustively: stock corporation (AG), partnership limited by shares, GmbH, cooperative, SICAV, SICAF and limited partnership for collective investment. The general partnership is not on it.
This list alone is decisive. The fact that the general partnership is not a legal entity does not by itself explain its absence – the limited partnership for collective investment is not one either and is on the list nonetheless. Under Art. 552 CO, the partners of a general partnership are natural persons who have unlimited liability and are entered in the commercial register.
Caution with the «limited partnership» forms
Four legal forms have similar names and are accordingly often confused. Only two of them are subject to the reporting obligation.
| Legal form | Subject to reporting | Why |
|---|---|---|
| General partnership | No | Partnership, not in Art. 2 TJPG |
| Limited partnership | No | Partnership, not in Art. 2 TJPG |
| Partnership limited by shares | Yes | Art. 2 para. 1 let. a no. 2 TJPG – more on the page on the partnership limited by shares |
| Limited partnership for collective investment | Yes | Art. 2 para. 1 let. a no. 7 TJPG – more on the page on SICAV, SICAF and LPCI |
If a general partnership becomes a limited partnership because a limited partner joins, nothing changes as regards the absence of a reporting obligation.
When the general partnership holds shares
This is where the real trap lies. A general partnership can acquire rights under its business name – including shares or capital contributions. If it holds so many shares in a company subject to the reporting obligation that this enables control, it is subject to obligations even though it is not itself subject to the reporting obligation.
Who is the beneficial owner in that case
The partners of a general partnership are always natural persons. Which of them indirectly controls the holding is determined under Art. 2 TJPV: the decisive factor is whether a person holds more than 50 percent of the capital or of the voting rights of the general partnership.
In the general partnership, this follows from the partnership agreement, not from a share register. In the internal relationship, the rules of the simple partnership apply; accordingly, partnership resolutions must be passed unanimously unless the agreement provides otherwise. Under Art. 4 TJPV, anyone who coordinates their conduct with third parties in order to exercise control is acting in concert. Whether this is the case for the partners is a question of the individual case.
The report to the register is made by the company in which the general partnership holds an interest. With the Management Tool, it records its holding and capital data and has the beneficial owners identified according to the rules of the TJPV – including those who hold an interest through the general partnership.
Conversion into a GmbH or AG
Unlike the sole proprietorship, the general partnership can formally convert. Under Art. 54 para. 2 of the Merger Act (FusG), conversion into a company limited by capital or a cooperative is permitted. In the process, the company changes its legal form; under Art. 53 FusG, its legal relationships remain unchanged.
In practice, it is advisable to determine the beneficial owners as early as the conversion plan. In the case of a former general partnership, these are frequently the same persons who were already partners – in which case, for a GmbH, the simplified reporting procedure under Art. 35 TJPV may be available depending on the circumstances. However, Art. 37 para. 1 TJPV provides for the route via the commercial register office only if the legal unit is being newly entered in the commercial register; whether a conversion falls under this is open. Further details under New companies and on the page on the GmbH.
The deadline begins after the conversion. With the Management Tool, you record the new company, have the beneficial owners identified and submit the report – with your power of attorney or yourself via the electronic platform of the Confederation.
Foreign partnerships
For Swiss general partnerships this is irrelevant; for foreign counterparts it may be relevant depending on the circumstances. Art. 2 para. 3 TJPG and Art. 24 TJPV oblige legal units under foreign law whose effective management is in Switzerland to keep a register of their holders at the place of that management. Under Art. 24 para. 1 let. b TJPV, legal units that are not legal entities are also covered, provided that the transparency requirements under the reference criteria of the Global Forum apply to them – partnerships are expressly named.
This is an obligation to keep the register under Art. 18 TJPG, not a report to the transparency register. More on this under Register of beneficial owners.
What remains nonetheless
The fact that the general partnership does not report to the transparency register does not mean that no one asks about its beneficial owners. Under the Anti-Money Laundering Act, banks and other financial intermediaries must establish the beneficial owners of their clients – in the case of a general partnership as well. You therefore continue to fill in your bank’s forms. Further details under TJPG and Anti-Money Laundering Act.
Frequently asked questions
Does a general partnership have to report to the transparency register?
No. Article 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation exhaustively, and the general partnership is not among them. This list alone is decisive.
Not even if it is entered in the commercial register?
Not even then. Entry in the commercial register is an obligation under the Code of Obligations and does not give rise to a reporting obligation under the TJPG.
What applies if the general partnership holds shares in an AG?
In that case, as a shareholder, it is subject to the obligation under Article 13 TJPG: if it holds shares to an extent that enables ultimate control, it must report the beneficial owner to the AG within one month. Intentional breach is punishable under Article 43 TJPG by a fine of up to CHF 500,000.
Who is the beneficial owner in that case?
The natural persons who control the general partnership. Under Article 2 TJPV, the decisive factor is whether a person holds more than 50 percent of the capital or of the voting rights of the general partnership; this follows from the partnership agreement. Because partnership resolutions must be passed unanimously unless otherwise provided, acting in concert must also be examined.
Does the same apply to the limited partnership?
Yes, the ordinary limited partnership is likewise not subject to the reporting obligation. By contrast, the partnership limited by shares and the limited partnership for collective investment, which the TJPG expressly lists, are subject to the reporting obligation.
What happens on conversion into a GmbH or AG?
Once the conversion is entered in the commercial register, the company becomes subject to the reporting obligation. The TJPG does not expressly regulate the deadline for this case; the safe course is to report within one month of the entry.
What applies to foreign partnerships?
If its effective management is in Switzerland, it may be obliged under Article 18 TJPG in conjunction with Article 24 TJPV to keep a register of its holders at the place of management. This does not involve a report to the transparency register.
Does the bank still ask about beneficial owners?
Yes. The due diligence obligations under the Anti-Money Laundering Act apply independently of the transparency register. Banks and other financial intermediaries establish the beneficial owners in the case of a general partnership as well.
To the full FAQ · Sole proprietorship · Partnership limited by shares
Legal basis: Federal Act of 26 September 2025 on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG, SR 955.3) and Ordinance of 12 June 2026 (TJPV, SR 955.31), both in force since 1 October 2026, as well as the Code of Obligations and the Merger Act (FusG, SR 221.301). The statement on the deadline after a conversion is based on our interpretation of the wording and does not constitute legal advice. Last updated: .
Not subject to reporting – but not always uninvolved
If your general partnership holds shares in a GmbH or AG, or if you are planning the conversion, a brief look at the obligations is worthwhile. The check helps you assess whether and where you are affected.