Investment Companies in the Transparency Register
SICAVs, SICAFs, and limited partnerships for collective investment schemes are explicitly included on the list of legal entities subject to reporting requirements—a license from FINMA does not exempt them. For SICAVs and KmGKs, a simplification applies that the law does not grant to any other legal form: The investor side is completely disregarded; only those behind the initiator side are reported. This simplification does not apply to SICAFs.
In a nutshell
- Covered
- SICAV, SICAF, limited partnership for collective investment
- Not recorded
- Contractual investment fund
- FINMA supervision
- Not exempt
- SICAV
- Entrepreneur shareholders only
- Limited partnership for collective investment
- Only the general partner
- SICAF
- General Rules
- Investor side
- Excluded in the case of SICAVs and KmGKs
- Fallback rule
- For all three types
Which types are covered
Art. 2(1)(a) of the TJPG lists seven types of companies. Three of these are derived from collective investment law: the investment company with variable capital (No. 5), the investment company with fixed capital (No. 6), and the limited partnership for collective investment schemes (No. 7).
Covered, with its own definition of the beneficial owner in Art. 5 TJPG.
Covered, with its own definition in Art. 9 TJPV, which refers to the general partner.
Covered, but without a special provision. The general rules of Art. 4 TJPG apply, as with any stock corporation.
SICAV: Only Entrepreneur Shareholders
Art. 5 TJPG contains a separate definition that deviates from the general rule of Art. 4 TJPG. An economically entitled person of a SICAV is any natural person who, as an entrepreneur shareholder, directly or indirectly holds a stake of at least 25 percent in the sub-fund of the entrepreneur shareholders or who otherwise controls the SICAV.
Two elements must nevertheless be examined. First, indirect ownership: If a company holds entrepreneur shares, the chain of ownership must be traced back to the natural person. Second, control by other means—the second element of Art. 5(1) TJPG is of equal weight to the ownership threshold and must be examined independently of it.
This simplification applies to the investor side, not to the structure above it. If companies hold the entrepreneur’s shares, the chain must still be broken down.
Launch Management ToolKmGK: It is the general partner that counts
For limited partnerships for collective investment schemes, the special rule is not found in the law but in Art. 9 TJPV. It follows the same logic as for a SICAV but applies at a different stage.
Accordingly, an economically entitled person is any natural person who, as a shareholder of the general partner of a KmGK, directly or indirectly holds at least a 25 percent stake in the general partner or otherwise controls the general partner. If no one meets this criterion, the highest-ranking member of the governing body applies on a subsidiary basis.
Note the phrasing “in a general partner”: If the KmGK has multiple general partners, each must be examined individually. It is sufficient for the threshold to be met in one of them.
SICAF: no special rule
There is an asymmetry here that one must be aware of. For SICAVs, the law contains a special provision; for KmGKs, the ordinance does—but for SICAFs, neither applies.
Under the Collective Investment Act, a SICAF is a stock corporation. It is therefore subject to the general definition in Art. 4(1) of the TJPG, which includes all four categories of control: direct participation, indirect participation, acting in concert, and control by other means. The threshold is 25 percent of the capital or voting rights.
A complete overview of the general rules—threshold ranges, chains of control, and disclosures per person—can be found on the page about stock corporations.
A Comparison of the Legal Forms
| Form | Basics | Point of Reference | Investor side |
|---|---|---|---|
| SICAV | Art. 5 TJPG | Entrepreneur shareholders holding at least 25% of the sub-fund of the entrepreneur shareholders or exercising control in some other manner | Not applicable |
| Limited partnership for collective investment | Art. 9 TJPV | Shareholders of the general partner holding 25% or more, or exercising control over the general partner in some other way | Not applicable |
| SICAF | Art. 4 TJPG | 25% of the capital or voting rights; all four control categories | Counts toward |
| Contractual investment fund | — | Not subject to reporting requirements; the fund management company is itself registered as a corporation (AG) | Not relevant |
Common to all three reportable forms is the fallback rule: If no one meets the respective criteria, the highest-ranking member of the governing body is reported, along with a description of their role. In structures with a widely dispersed group of initiators, this is the norm.
Deadlines
The general transitional provisions apply to the deadlines. The decisive factor is who is ultimately reported by your organization.
| Situation | Deadline | Effective Date |
|---|---|---|
| All beneficial owners are listed in the commercial register as shareholders or officers | 2 years after entry into force | 1 October 2028 |
| Other SICAFs subject to mandatory regular audits | 3 months after entry into force | January 1, 2027 |
| Other SICAVs subject to mandatory regular audits | 4 months after entry into force | February 1, 2027 |
| Other SICAFs that do not meet the requirements for a regular audit | 5 months after entry into force | March 1, 2027 |
| Other SICAVs that do not meet the requirements for a limited audit | 6 months after entry into force | April 1, 2027 |
| Other KmGK | Assignment is unclear; see note below | open |
| First amendment to the commercial register entry after entry into force—if earlier | 1 month from this entry | Ongoing |
| Newly established company | 1 month from entry in the commercial register | Ongoing |
| Change to a fact entered in the Transparency Register | 1 month from the date of becoming aware | Ongoing |
You can find all deadline schedules, including a calculator and deadline calendar, under “Transparency Register: Deadline—By When Must You Report?”
The effort lies in the categorization, not in the scope
For investment companies, everything hinges on one question: Which provision applies, where does the review end, and how do you substantiate both in the event of an audit?
- Assign the structure to the correct provision
- Trace the initiator back to the natural person
- Document the basis for the audit threshold on the investor side
- Retain supporting documents and audit steps for ten years
- Monitor delays and deadlines
Details about your case
The sections above cover the typical scenario. These points address specific situations.
If a fund holds an equity interest, the review process ends with the fund management company, not with the investors.
The collective investment sector interacts with the transparency register not only as a legal entity subject to reporting requirements, but also from the other side: as a holder of interests in ordinary partnerships. The ordinance also provides a simplification for this scenario.
If a holding is controlled by a fund management company on behalf of the investors in a contractual investment fund, the company need only obtain the information regarding the fund management company: business name or name, legal form, municipality, ZIP code, and country of domicile, as well as the UID.
If the company is held by an occupational pension institution exempt under Art. 3(b) of the TJPG, the information regarding the institution itself is also sufficient for this holding.
In both cases, the review ends with the institutional holder. There is no look-through to the investors or the insured persons—which would not be practicable anyway in the case of collective vehicles with thousands of participants.
Consequences of Inaction Fines, suspension—and regulatory issues for licensed institutions.
| Basics | 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 | Fines of up to CHF 100,000 for anyone who intentionally fails to comply with a final decision of the supervisory authority |
| Art. 38(2) TJPG | Suspension of the participation and property rights of the affected shareholders or partners in the event of repeated violations |
| Art. 33(4) TJPG | Ex officio registration if no notification has been made by the deadline |
| Art. 45(4) TJPG | Statute of limitations for criminal prosecution begins only after seven years |
Pursuant to Art. 12(1) TJPG, the senior-most member of the governing body is responsible for filing the report. This duty may be delegated to other persons or third parties, but responsibility for its proper execution remains with the senior-most member. For licensed institutions, a breach of statutory obligations may also raise supervisory issues. The TJPG does not address this aspect; it is governed by collective investment law and FINMA’s standards.
Behind the scenes, the registering authority assigns each legal entity to a risk category (Art. 64 TJPV). The criteria set forth in Art. 64(3) TJPV—legal form and country of incorporation, annotations, nationality and residence of the beneficial owners, type of control, as well as fiduciary relationships and trusts—are frequently relevant in the context of internationally structured fund arrangements.
Frequently asked questions
Is our SICAV subject to reporting requirements even though we are regulated by FINMA?
Yes. Article 2(1)(a) of the TJPG expressly mentions SICAVs, and Article 3 of the TJPG provides for only three exceptions: stock exchange listings, including subsidiaries; occupational pension plans; and legal entities in which public authorities hold at least a 75 percent stake. Authorization or supervision by FINMA does not constitute an exemption.
Do we have to report our investor-shareholders?
No. Article 5(1) of the TJPG applies exclusively to entrepreneur shareholders. Investor shareholders are irrelevant for determining the beneficial owner, regardless of the size of their stake. This is the greatest practical relief for investment companies.
Who is considered the beneficial owner in the case of a SICAV?
According to Article 5(1) of the TJPG, any natural person who, as an entrepreneur shareholder, directly or indirectly holds at least a 25 percent stake in the sub-fund of the entrepreneur shareholders or who otherwise controls the SICAV. If no one meets these criteria, the highest-ranking member of the governing body is deemed to be the beneficial owner by default.
What applies to a limited partnership for collective investment schemes?
According to Article 9 of the TJPV, the general partner is the relevant entity: a beneficial owner is any person who, as a shareholder of the general partner, directly or indirectly holds at least 25 percent of the general partner or otherwise controls it. The limited partners—that is, the investors—are not taken into account. If no one meets this criterion, the highest-ranking member of the governing body applies as a fallback.
And in the case of a SICAF?
There is no special provision for a SICAF. It is a stock corporation, which is why the general definition in Article 4 of the TJPG applies: 25 percent of the capital or voting rights, directly or indirectly, alone or in concert, or control by other means. Thus, all shareholders are taken into account here.
Does this apply to a contractual investment fund?
No. A contractual investment fund is not a company and is not included on the list in Article 2 of the TJPG. The fund management company, on the other hand, is itself subject to reporting requirements as a stock corporation—in accordance with the general rules and in its capacity as a company, not because of the fund.
What applies if a fund holds a stake in our company?
If a fund management company controls a stake on behalf of the investors in a contractual investment fund, the company is required under Article 18 of the TJPV to obtain only the information regarding the fund management company—company name, legal form, municipality, ZIP code, country of incorporation, and UID. There is no look-through to the investors.
What is the deadline for us?
If all beneficial owners are registered as shareholders or as officers in the Commercial Register, a two-year deadline applies under Article 51(2) of the TJPG, i.e., until October 1, 2028. If the substitute rule applies and the person in question is registered as an officer, this requirement is met. Otherwise, the phased deadlines set forth in Article 51(3) of the TJPG apply.
Has your question been answered? Then assign your structure to the correct provision 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)
- Federal Act on Collective Investment Schemes (KAG)
- More on this site: Corporation · Limited Liability Company · Branch Office · Deadlines · Frequently Asked Questions
Date of this page: September 16, 2026.
Match your structure to the correct classification
SICAVs, SICAFs, and KmGKs are audited according to three different sets of rules. We determine which one applies to you, trace the chain of ownership back to the natural person, and identify where the audit ends.