Listed companies and the transparency register
Listed companies are exempt from the TJPG – and with them subsidiaries in which they hold more than 75 percent. Below this threshold, the picture is more differentiated: a subsidiary 60 percent of which belongs to a listed company is subject to the reporting obligation, but has to provide only a few details for the listed holding. And anyone who loses the exemption faces a deadline that the Act does not expressly regulate.
Transparenzregister.ch is a private service.
In brief
- Listed company
- Exempt
- Basis
- Art. 3 let. a TJPG
- Listing
- In whole or in part is sufficient
- Subsidiary above 75%
- Exempt
- Subsidiary 25 to 75%
- Subject to reporting, simplified details
- Subsidiary below 25%
- General rules
- Foreign stock exchange
- Subject to conditions
- Exemption ceases
- Deadline not regulated
The exemption
Under Art. 3 let. a TJPG, the following are excluded from the scope of the Act: legal entities whose participation rights are listed on a stock exchange in whole or in part, as well as subsidiaries more than 75 percent of which is held directly or indirectly by one or more such companies.
Exempt means: no identification, no documentation and no report of the entity’s own beneficial owners. If the listed company in turn holds shares in a company that is not exempt, a reduced obligation remains for it as a shareholder – more on this below. It is sufficient that part of the participation rights is listed – for example only one class of shares.
Subsidiaries: three zones
For subsidiaries, what matters is the share that listed companies hold in them. For the exemption, under Art. 3 let. a TJPG the holdings of one or more listed companies count together, directly or indirectly.
| Share | Consequence | Basis |
|---|---|---|
| More than 75% | Exempt – no obligations under the TJPG | Art. 3 let. a TJPG |
| 25 to 75% | Subject to the reporting obligation; only simplified details for the listed holding, the general rules for other beneficial owners | Art. 7 para. 3 and Art. 9 para. 2 TJPG, Art. 16 TJPV |
| Below 25% | Subject to the reporting obligation under the general rules; the listed shareholder does not reach the threshold | Art. 4 TJPG |
Second-tier subsidiaries can also fall under the exemption, because the Act expressly includes indirect holdings. The Act does not say how the indirect holding is to be calculated for this purpose – by multiplying the percentages across the tiers or by reference to control at each tier. If, for example, the listed parent company holds 80 percent of an intermediate company and the latter holds 80 percent of the second-tier subsidiary, multiplication gives 64 percent, whereas the control-based view gives a fully controlled chain. In multi-tier groups with minority shareholders at intermediate tiers, this question should therefore be examined expressly.
Between 25 and 75 percent
In this zone, the subsidiary is subject to the reporting obligation but benefits from a simplification. Under Art. 7 para. 3 TJPG, for the holdings held by the listed company it only has to obtain that company’s company name, registered office and the details of the listing, and under Art. 9 para. 2 TJPG it reports for this part only this fact with the corresponding details.
Art. 16 TJPV specifies what this includes: the information under Art. 11 TJPV on the listed company as well as the company name or name, registered office and state in which the stock exchange has its registered office. The subsidiary does not have to identify the natural persons behind the listed company.
Art. 16 TJPV refers here to the holding of one listed legal entity. Whether several listed shareholders or an indirect holding via an unlisted intermediate company are to be treated in the same way is not expressly regulated by the ordinance.
The intermediate zone is manual work. With the Management Tool, the subsidiary records its holding and capital data and has the beneficial owners identified in accordance with the rules of the TJPV.
The listed company as a shareholder
If a listed company holds shares in a company that is not exempt, and does so to an extent that enables control, it is subject as a shareholder to the reporting obligation under Art. 13 TJPG – but in reduced form. Under Art. 13 para. 2 TJPG, it reports to the company only the fact that it is listed as well as its company name, its registered office and the details of the listing.
Listing on a foreign stock exchange
Art. 3 let. a TJPG refers to «the stock exchange» without limiting it to Switzerland, and Art. 16 TJPV expressly requires details of the «state in which the stock exchange has its registered office». A foreign listing is therefore not excluded from the outset.
However, the view is taken in the legal literature that a foreign listing gives rise to the exemption only if the applicable foreign law provides for disclosure obligations for listed companies that are at least equivalent to those of the TJPG. Anyone relying on a listing abroad should check this requirement and document the result.
When the exemption ceases
The exemption is not a permanent state. It ceases if the company is delisted, if the listed parent company reduces its holding to 75 percent or less, or if the parent company itself is delisted. From that moment, the company is subject to the TJPG.
After a delisting or a partial sale, the work begins. With the Management Tool, you record the company, have the beneficial owners identified and submit the report – with your power of attorney or yourself via the electronic platform of the Confederation.
The other exemptions
Art. 3 TJPG provides for two further exemptions: occupational pension institutions and institutions that serve the purpose of pension provision and are supervised under the BVG (let. b), and legal entities in which at least 75 percent of the participation rights are held directly or indirectly by public authorities (let. c).
Frequently asked questions
Are listed companies subject to the reporting obligation?
No. Article 3 let. a TJPG excludes from the scope of the Act legal entities whose participation rights are listed on a stock exchange in whole or in part. They have neither to identify their beneficial owners nor to report them to the transparency register.
Is it sufficient if only part of the shares is listed?
Yes. The Act expressly treats it as sufficient that the participation rights are listed in whole or in part.
Are subsidiaries also exempt?
Yes, if more than 75 percent of them is held directly or indirectly by one or more listed companies. Exactly 75 percent is not sufficient.
What applies to a holding of between 25 and 75 percent?
The subsidiary is subject to the reporting obligation. For the holdings held by the listed company, it reports only that company’s company name, registered office and the details of the listing, including the state in which the stock exchange has its registered office. Other beneficial owners must be reported under the general rules.
Does the exemption also apply to a listing abroad?
The wording does not limit it to Switzerland, and the ordinance requires details of the state in which the stock exchange has its registered office. However, the view is taken in the legal literature that the foreign law must provide for disclosure obligations that are at least equivalent. This requirement should be checked and documented.
What does a listed company report as a shareholder?
If it holds shares to an extent that enables control, it reports under Article 13 para. 2 TJPG only the fact that it is listed as well as its company name, its registered office and the details of the listing.
What happens in the event of a delisting?
Once the listing ceases, the company is subject to the TJPG, and with it subsidiaries that previously benefited from the exemption. The Act does not expressly regulate the deadline for this case. The safe course is to report within one month after the exemption ceases.
Does the 75 percent threshold also apply to companies held by public authorities?
There it is worded differently. For subsidiaries of listed companies, the Act requires more than 75 percent; for companies held by public authorities, at least 75 percent is sufficient under Article 3 let. c TJPG.
To the full FAQ · Holding company · 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. 120 of the Financial Market Infrastructure Act (FinMIA, SR 958.1). The statements on foreign listings, on the fallback rule in the intermediate zone and on the deadline after the exemption ceases are based on interpretation and do not constitute legal advice. Status of this page: .
Exempt – or not after all?
Whether a group company falls under the exemption depends on a threshold that is easily missed. The detailed check classifies your company and records what the classification is based on.