Limited partnership and the transparency register
The limited partnership is not subject to the reporting obligation – in contrast to the limited partnership for collective investment, with which it is easily confused because of the similar name. It can be affected nonetheless: if it holds shares in a company subject to the reporting obligation, if it converts, and if a foreign counterpart is managed in Switzerland. Because limited partners may also be legal entities, chains of control arise more quickly here than in the general partnership.
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In brief
- Subject to reporting
- No
- Reason
- Not listed in Art. 2 TJPG
- Not to be confused
- The LPCI is subject to reporting
- General partners
- Natural persons only
- Limited partners
- Legal entities as well
- As a shareholder
- Reporting obligation under Art. 13 TJPG
- After conversion
- Subject to reporting
- Abroad
- Register of holders possible
Why the limited partnership does not report
Art. 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation: stock corporation (AG), partnership limited by shares, limited liability company (GmbH), cooperative, SICAV, SICAF and limited partnership for collective investment. The ordinary limited partnership under Art. 594 et seq. CO is not on it. This list alone is decisive.
The entry in the commercial register required by Art. 594 para. 3 CO does not change this either. It is an obligation under the Code of Obligations and does not give rise to a reporting obligation under the TJPG.
| Legal form | Subject to reporting |
|---|---|
| Limited partnership | No |
| General partnership | No – more on the page on the general partnership |
| 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 |
Two kinds of partners
Under Art. 594 para. 1 CO, the limited partnership combines at least one person with unlimited liability with one or more persons who are liable only up to the limited partner’s contribution amount. For the question of who stands behind it, the differences between the two groups are decisive.
General partners
They are the partners with unlimited liability and, under Art. 594 para. 2 CO, can only be natural persons. They manage the business of the partnership and represent it.
Limited partners
They are liable only up to the limited partner’s contribution amount and can also be legal entities or commercial companies. Under Art. 600 para. 1 CO, they are neither entitled nor obliged to manage the business.
If the limited partnership holds shares
If the limited partnership holds shares or members’ shares in a company subject to the reporting obligation to an extent that enables control, obligations apply to it even though it is not itself subject to the reporting obligation.
Capital and management can diverge
Who is a beneficial owner through the limited partnership is determined by Art. 2 and 3 TJPV and the partnership agreement. In the limited partnership, one particular feature readily suggests itself: the capital can come predominantly from limited partners, but by law it is the general partners who manage the business.
Both routes must therefore be examined side by side. Anyone who holds more than 50 percent of the capital or of the voting rights of the limited partnership has, under Art. 2 TJPV, an indirect holding in the company in which the limited partnership holds an interest. In addition, it must be examined whether someone controls that company in another way; under Art. 3 para. 3 TJPV, this too can happen indirectly through an interposed legal entity. In the limited partnership, this question arises above all for the general partners, who manage the business. The TJPG knows no order of precedence between these routes.
The report to the register is made by the company in which the limited 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 – even if the holding runs through a limited partnership.
Conversion into a GmbH or AG
Under Art. 54 para. 3 of the Merger Act (FusG), a limited partnership can convert into a corporation or a cooperative. Under Art. 53 FusG, its legal relationships remain unchanged. Upon entry of the conversion in the commercial register, the company is a GmbH or AG and thus subject to the reporting obligation.
The reporting procedure deserves a close look. Under Art. 35 para. 1 let. a TJPV, the simplified procedure for the GmbH requires that all members are natural persons. If a limited partner was a legal entity and becomes a member of the GmbH, it is not available. Moreover, Art. 37 para. 1 TJPV provides for the route via the commercial register office only if the legal entity is being newly entered in the commercial register; whether a conversion falls under this is open.
If, by contrast, only the composition changes – for example if the last limited partner leaves and the partnership becomes a general partnership – Art. 55 FusG regulates this change specifically; the provisions on conversion do not apply to it. This does not change the absence of a reporting obligation.
After the conversion, the deadline begins. 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 limited partnerships
Limited partnerships under foreign law are widespread in fund and holding structures. If their effective management is located in Switzerland, they may be required under Art. 2 para. 3 TJPG in conjunction with Art. 24 TJPV to keep a register of their holders at the place of that management. Art. 24 para. 1 let. b TJPV expressly covers legal entities that are not legal persons, provided that the transparency requirements under the reference criteria of the Global Forum apply to them – partnerships are named.
This is the obligation to keep the register under Art. 18 TJPG, not a report to the transparency register. More under Register of beneficial owners.
What remains nonetheless
Under the Anti-Money Laundering Act (AMLA), banks and other financial intermediaries must identify the beneficial owners of their clients – including in the case of a limited partnership. You continue to fill in your bank’s forms. Details under TJPG and Anti-Money Laundering Act.
Frequently asked questions
Does a limited partnership have to report to the transparency register?
No. Article 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation, and the ordinary limited partnership is not among them. The entry in the commercial register does not give rise to a reporting obligation either.
How does it differ from the LPCI?
The limited partnership for collective investment is a legal form of its own under the Collective Investment Schemes Act. It is listed in Article 2 para. 1 let. a no. 7 TJPG and is subject to the reporting obligation. The ordinary limited partnership under the Code of Obligations is not.
What applies if the limited partnership holds shares in an AG?
In that case, the obligation under Article 13 TJPG applies to it as a shareholder: 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 company through the limited partnership. This can happen through the capital – more than 50 percent of the limited partnership under Article 2 TJPV – or in another way, which under Article 3 para. 3 TJPV is also possible indirectly. This question arises above all for the general partners, who manage the business. Both routes must be examined side by side.
What changes if a limited partner is a legal entity?
The chain continues through that company. If there are at least two interposed legal entities between the beneficial owner and the company subject to the reporting obligation, the chain of control must be disclosed under Article 15 TJPV, and the beneficial owner reports directly to the company under Article 14 TJPG.
What happens on conversion into a GmbH or AG?
Upon entry of the conversion, the company becomes subject to the reporting obligation. The deadline is not expressly regulated for this case; the safe course is one month from the entry. If a limited partner was a legal entity, the simplified reporting procedure is not available to the GmbH.
Does the GmbH & Co. KG exist in Switzerland?
No. Under Article 594 para. 2 CO, only natural persons can be partners with unlimited liability. A GmbH as general partner is therefore excluded; as a limited partner, by contrast, a GmbH is permitted.
What applies to foreign limited partnerships?
If its effective management is located in Switzerland, it may be required 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.
To the full FAQ · General partnership · SICAV, SICAF and LPCI
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 Art. 594 et seq. CO 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 often part of a chain
If your limited partnership holds shares in a GmbH or AG, if a limited partner is itself a company, or if you are planning the conversion, a brief look at the obligations is worthwhile. The check helps you to assess whether and where you are affected.