Holding Companies in the Transparency Register
The holding company has two roles simultaneously in the Transparency Register: It is itself subject to reporting requirements as a public limited company (AG) or a limited liability company (GmbH)—and it is the entity through which the beneficial owners of its subsidiaries are identified. Anyone who sees only the first role will submit an incomplete report for the group.
In a nutshell
- Separate Legal Form
- No, AG or GmbH
- Subject to self-reporting
- Ja
- Second role
- Link in the chain of control
- Threshold: Intermediate Level
- Over 50%
- Multiplication
- Not applicable
- Reported scope
- Holding Company's Stake in the Subsidiary
- Disclose chain
- Two or more intermediate levels
- Group report
- Does not exist
A holding company is not a separate legal entity
The TJPG does not recognize the term “holding company.” Art. 2, para. 1, letter a of the TJPG lists legal forms, not purposes. Legally, a holding company is a stock corporation or a limited liability company whose purpose is to hold and manage equity interests—and it is subject to the law precisely for that reason, not because of its purpose.
It also follows that there are no exemptions for holding companies. Neither the purpose of holding equity interests, nor the tax classification, nor the fact that the company does not engage in any operational activities alters the reporting requirement. The specific rules that apply depend on the legal form: AG or GmbH.
Two Roles at Once
Anyone who leads a group must treat these two roles separately. They result in different filings, with different content and different deadlines.
The holding company itself is a legal entity subject to reporting requirements. It identifies its own beneficial owners, documents this information, and reports it to the registry—following the same rules as any other corporation (AG) or limited liability company (GmbH).
For each subsidiary, the holding company is an intermediate legal entity. It determines who indirectly controls the subsidiary. The subsidiary does not report the holding company, but rather the individuals behind it.
In addition, there are obligations arising from the ownership interest itself: As a shareholder or partner in its subsidiary, the holding company must report the beneficial owners to the subsidiary (Art. 13 TJPG). The beneficial owner who exercises control through the chain must also report themselves to the subsidiary (Art. 14 TJPG). Furthermore, third parties involved in the chain of control must provide information to the supervisory authority upon request (Art. 37 TJPG).
In a group, a dozen reporting flows can quickly arise. Each company needs information from above, and each level has its own deadlines.
Launch Management ToolHow Indirect Control Is Calculated
Art. 2 of the TJPV governs the central mechanism. A stake is indirect if capital or voting rights are held through one or more intermediate natural persons, legal entities, or trusts. It confers control if it comprises more than 50 percent of the capital or voting rights of one or more intermediate legal entities that themselves hold, directly or indirectly, at least 25 percent of the legal entity in question.
Vertical and horizontal chains
Both forms occur and are treated differently.
The ownership interest extends across several successive levels. At each intermediate level, the threshold of more than 50 percent applies; at the final level leading to the company subject to reporting requirements, the threshold of at least 25 percent applies.
A person controls several companies, each of which individually holds less than 25 percent of your company. These holdings are aggregated. If the person holds 100 percent of two companies that hold 10 and 20 percent, respectively, this results in 30 percent—and thus constitutes beneficial ownership.
Direct and indirect ownership coexist. Both paths must be examined separately; a person may be the beneficial owner through one path but not through the other.
What Scope Is Reported
Here, too, intuition can be misleading. According to Art. 13(3) TJPV, in the case of indirect control, the extent of the direct ownership interest in the legal entity must be determined—that is, the holding company’s ownership stake in your company, not the natural person’s ownership stake in the holding company, nor the product of the two.
| Detail | To be reported |
|---|---|
| Beneficial Owner | The natural person behind the holding company |
| Type of control | Indirect, sole ownership |
| Extent | A range of at least 25 percent to no more than 50 percent—corresponding to the holding company’s 40 percent stake |
| Control chain | Not reportable because there is only one intermediate level |
When the chain must be disclosed
Pursuant to Art. 15 TJPV, information regarding the chain of control must be obtained and reported only if one of the following three conditions is met: The chain includes at least two intermediaries, legal entities, or trusts; it includes a trust or a fiduciary relationship; or restrictive measures have been imposed against one of the beneficial owners under the Embargo Act or the Act on Frozen Assets of Politically Exposed Persons.
For single-tier holding structures, this means that the holding company itself does not appear in the report. Starting with the second intermediate tier, this changes—in such cases, the information specified in Art. 11 TJPV must be reported for each participating legal entity: company name or individual name, legal form, municipality, ZIP code, and country of domicile, as well as the UID.
Two thresholds, two chain structures, one differing definition of scope—this is precisely where errors arise that later lead to a note in the register.
Launch Management ToolDeadlines
The general transitional provisions apply to every company in the group. The key point is found in Art. 51(2) TJPG.
| Situation | Deadline | Reference Date |
|---|---|---|
| All beneficial owners are listed in the Commercial Register as shareholders or members of the executive body | 2 years after taking effect | October 1, 2028 |
| Other public limited companies subject to mandatory regular audits | 3 months | January 1, 2027 |
| Other GmbH subject to mandatory regular audit | 4 months | February 1, 2027 |
| Other public limited companies that do not meet the requirements for a regular audit | 5 months | March 1, 2027 |
| Other GmbHs that do not meet the requirements for a limited audit | 6 months | April 1, 2027 |
| First amendment to the commercial register entry after the effective date—if earlier | 1 month from this entry | Ongoing |
| Change to a fact entered in the Transparency Register | 1 month from the date of knowledge | Ongoing |
A restriction applies to changes in shareholdings that significantly reduces the administrative burden: According to Art. 39(3) TJPV, a change in shareholding must be reported only if it causes the shareholding to exceed or fall below a threshold value. A shift within the same range does not trigger any reporting requirement, whereas a movement above or below 25, 50, or 75 percent does. However, this restriction applies only to the percentage: If an internal restructuring alters the structure of the chain of control and this was part of the registry entry, the change must be reported under Art. 10 TJPG, even if the range remains the same.
You can find all deadline schedules, including a calculator and deadline calendar, under Transparency Registry Deadline: By when must you report?
One Structure, Many Reports, Different Deadlines
For groups, the effort isn’t in the individual report, but in the underlying structure: enter it correctly once, use it repeatedly—and keep it up to date permanently.
- Enter the group structure once
- Correctly break down vertical and horizontal chains
- Derive control type and threshold range for each company
- Manage reporting flows in accordance with Articles 13 and 14 of the TJPG
- Monitor Different Deadlines for Each Company
Details about your case
The sections above cover the typical scenario. These points address specific structures and consequences.
Typical Structures: Seven Chains and Who Is Reported Within Them.
The following cases are based on the examples published by the Federal Department of Finance regarding the ordinance.
| Structure | Beneficial owner | Scope of Reporting |
|---|---|---|
| An individual holds 100% of the holding company; the holding company holds 40% of its AG | This person, indirectly | 25–50% (the 40% of the holding company) |
| An individual holds 70% of the holding company’s voting rights; the holding company holds 100% | This person, indirectly | Over 75% |
| An individual holds 30% of the holding company; the holding company holds 100% | This person does not—below the threshold of more than 50% at the intermediate level | — |
| The person holds 100% of each of two companies, which hold 10% and 20%, respectively | This person, indirectly through a horizontal chain | 25–50% (30% combined) |
| Three individuals each hold 33% of the holding company; the holding company holds 30% | None of them; alternatively, the highest-ranking member of the governing body | Not applicable under the substitute rule |
| Person holds 60% of C; C controls B; B holds 100% of its AG | This person, indirectly through two levels | Over 75%; in addition, the chain involving B and C must be reported |
| Person 1 directly holds 70%, Person 2 holds 60% of a GmbH with 30% | Both individuals—one directly, one indirectly | 50–75% for Person 1, 25–50% for Person 2 |
For additional examples, see “Who Is the Beneficial Owner?”
If the parent company is publicly traded: If the ownership stake exceeds 75 percent, the entire subsidiary is exempt; below that threshold, a reduced tax is levied.
For corporate group structures, it’s worth checking for exceptions first, as this can eliminate the entire burden.
Under Art. 3(a) of the TJPG, subsidiaries are exempt if more than 75 percent of their shares are held, directly or indirectly, by one or more companies whose equity interests are listed on a stock exchange, either in whole or in part. The ownership interest may be held through multiple tiers.
If the exception does not apply, Art. 16 TJPV limits the scope of the survey for this portion: Only the information regarding the listed company as specified in Art. 11 TJPV—company name or name, legal form, municipality, ZIP code, and country of the registered office, as well as the UID—must be collected, along with the company name or name, registered office, and country of the stock exchange.
Also exempt are legal entities in which at least 75 percent of the ownership interests are held directly or indirectly by public authorities, as well as occupational pension funds. If a pension fund or the management company of a contractual investment fund holds a stake in your company, Articles 17 and 18 of the TJPV also limit the reporting to information regarding the holder—for more details, see the page on SICAVs, SICAFs, and KmGKs.
Within a group, each company files its own report; there is no consolidated filing—and in a mixed group, the deadlines are staggered.
The law does not provide for a consolidated report for the group. Each Swiss legal entity is independently required to report, identifies its own beneficial owners, documents them, and reports them—and each has its own transition period.
In practice, this means: You perform the calculation once for the group, but submit the reports individually and at different times. The basis is the same—the structure of the shareholdings—but the result differs for each company because the ratio changes at the final level in each case.
Consequences of inaction: fines, third-party disclosure requirements—and suspension in the middle of the chain.
| Legal basis | Consequence |
|---|---|
| Art. 43 TJPG | Fines of up to CHF 500,000 for intentional violations of the reporting obligations under Articles 9–11, 13, or 14, or for 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 para. 2 TJPG | Suspension of the participation and property rights of the affected shareholders or partners in the event of repeated violations |
| Art. 37 TJPG | Duty to provide information to the supervisory body—expressly including third parties involved in the chain of control |
| Art. 33(4) TJPG | Registration ex officio if no notification has been made by the deadline |
| Art. 45(4) TJPG | Statute of limitations for criminal prosecution begins only after seven years |
The suspension under Art. 38(2) TJPG warrants special attention in the case of groups: It affects the participation and property rights of the shareholders or partners concerned. In a chain of ownership, this means that the holding company would no longer be able to exercise its rights over the subsidiary—with consequences for decision-making at the general meeting and for the upward flow of dividends.
Behind the scenes, the registry authority assigns each legal entity to a risk category (Art. 64 TJPV). The criteria set forth in Art. 64(3) TJPV explicitly mention the country of domicile, the nature of control, and the existence of fiduciary relationships and trusts—in the case of multi-tiered and cross-border groups, several of these factors apply.
Frequently Asked Questions
Is a holding company a separate legal form?
No. A holding company is a stock corporation (AG) or a limited liability company (GmbH) whose purpose is to hold equity interests. The TJPG does not recognize this term and refers exclusively to the legal form. Therefore, the decisive factor is whether the entity is an AG or a GmbH; its tax classification is irrelevant.
Who is the beneficial owner if a holding company owns our AG?
The individuals behind the holding company. According to Article 2 of the TJPV, an indirect ownership interest confers control if it comprises more than 50 percent of the capital or voting rights of the intermediate legal entity and that entity, in turn, holds at least 25 percent of the reportable company. Anyone who holds less than half of the holding company is not the beneficial owner through this channel.
Are the ownership percentages multiplied?
No. There is no aggregation. It is sufficient that the respective threshold is met at each level: more than 50 percent of the intermediate entity and at least 25 percent of your company held by that entity.
What scope is reported?
Pursuant to Article 13(3) of the TJPV, the scope of the direct ownership interest in your company—that is, the percentage that the holding company holds in your company, not the natural person’s ownership interest in the holding company. If the holding company holds 40 percent, the range of at least 25 percent to at most 50 percent is reported, even if the person behind it owns 100 percent of the holding company.
Do we have to disclose the holding company in the chain of control?
Not if there is only a single intermediate holding company. Article 15 of the TJPV requires information on the chain of control only if it includes at least two intermediate persons, legal entities, or trusts; if it involves a trust or a fiduciary relationship; or if restrictive measures have been imposed against a beneficial owner.
Can we file a single report for the entire group?
No. The law does not provide for a group-wide filing. Each Swiss legal entity within the group is individually required to file, must report its own beneficial owners, and has its own transition period. For mixed groups consisting of AGs and GmbHs, these deadlines vary.
Does the two-year deadline apply to a holding company structure?
Only if all beneficial owners are registered in the Commercial Register as shareholders or as members of a governing body. Anyone who holds shares through a holding company is not listed as a shareholder in the register for the subsidiary. However, if the same person is registered there as a member of the board of directors or as a managing director, the requirement is met. This must be assessed on a case-by-case basis.
What applies if the parent company is publicly traded?
If more than 75 percent of your company is held, directly or indirectly, by one or more publicly traded companies, it is excluded from the scope of application under Article 3(a) of the TJPG. If the share is between 25 and 75 percent, the exception does not apply, but Article 16 of the TJPV limits the information to be obtained to the publicly traded company and the stock exchange.
Has your question been answered? If so, enter the group structure in the management tool.
Launch Management ToolLegal Basis and Additional Sources
- 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)
- More on this site: Switzerland and Germany · Stock Corporation · GmbH · Investment Companies · Branch Office · Real Estate Company · Deadlines
Last updated: September 16, 2026.
Break the chain before the first deadline expires
Within a group, each company has its own deadline, and the shortest one determines your schedule. We map out the structure once, evaluate it on a company-by-company basis, and document who owes what information to whom.