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Legal Form: GmbH

Transparency Register for the GmbH

Every Swiss GmbH must identify, verify, document, and report its beneficial owners. Since shareholders of a GmbH are already listed in the Commercial Register, the starting point is more favorable than for an AG—provided the structure is truly as simple as it appears.

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Your GmbH at a Glance

Subject to Reporting Requirements: Yes, with a few exceptions
Threshold: 25% of capital or voting rights
Substitute rule: Chair of the management
Frequent deadline: 2 years, until October 1, 2028
Otherwise: 4 or 6 months
New GmbH: 1 month from the date of registration with the Commercial Register
Simplified procedure: Widely applicable
Register: Not public

Is your GmbH affected?

The limited liability company (GmbH) is included in the list of legal entities subject to the law (Art. 2, para. 1, letter a, item 3 TJPG). There are no exceptions based on size, revenue, or purpose: The obligation applies equally to a single-member GmbH with a single client as it does to an operational company with fifty employees.

Covered

Every limited liability company (GmbH) under Swiss law, including operating, real estate, and management companies, as well as GmbHs that are subsidiaries of a foreign group.

Excluded (Art. 3 TJPG)

Subsidiaries that are more than 75 percent owned, directly or indirectly, by publicly traded companies, and legal entities in which at least 75 percent of the ownership interests are held, directly or indirectly, by public authorities. Listing on a stock exchange is practically irrelevant for a GmbH because its common shares are not traded on a stock exchange—what matters is the ownership interest held by a publicly traded company.

If a listed company’s stake is between 25 and 75 percent, the exception does not apply. For this portion, however, the administrative burden is significantly reduced: Only information regarding the listed company itself must be obtained—company name or legal name, legal form, municipality, ZIP code, and country of domicile, as well as the UID—along with the company name or legal name, domicile, and country of domicile of the stock exchange (Art. 16 in conjunction with Art. 11 TJPV).

Unsure which scenario applies to you? The detailed TJPG Check reviews the grounds for exemption based on your ownership structure and documents the result with justification—even a “not affected” determination must be substantiated if the supervisory authority requests it.

Who is the beneficial owner of a GmbH?

A beneficial owner is any natural person who ultimately controls the company (Art. 4(1) TJPG). The definition is the same for all legal forms—in the case of a GmbH, the “stammanteil” (capital share) replaces the shares. This results in four categories. They exist independently of one another and must be examined individually; unlike under the Anti-Money Laundering Act, there is no cascading review process that ends after the first match.

Direct Participation, Art. 1 TJPV

At least 25 percent of the capital or voting rights, held without any intervening natural person, legal entity, or trust.

Indirect ownership, Art. 2 TJPV

More than 50 percent in one or more intermediate legal entities, which in turn hold, directly or indirectly, at least 25 percent of the company. The percentages are not multiplied together.

Joint Arrangement, Art. 4 TJPV

Any person who coordinates their conduct with third parties to exercise control—through ownership or by other means. In the case of a GmbH, the classic example is a family-owned company in which several shareholders, each holding less than 25 percent, effectively make decisions jointly.

Inspection by Other Means, Art. 3 TJPV

Any person who has the right or the actual ability to appoint or remove more than half of the members of the management or administrative body; to exercise a veto on resolutions concerning changes to the company’s purpose, the election of management, changes to and expansions of the corporate strategy, budgets, and investment planning, or financing through equity and debt; or to bring about decisions that result in profit distributions or other dispositions of assets. This is exercised, in particular, through shareholder agreements, capital instruments such as options, convertible bonds, or profit-participating loans, provisions in the articles of incorporation, statutory or permanently established agency relationships, fiduciary relationships, and relationships between related parties.

Capital and voting rights may differ

In principle, voting rights are determined by the par value of the common shares. However, pursuant to Art. 806(2) OR, the articles of incorporation may provide that each common share carries one vote, regardless of its par value. Thus, a holder of many small common shares can accumulate significantly more votes than their capital share would otherwise warrant.

For the TJPG, this means that capital and voting shares must be assessed separately, and it is sufficient if either of the two thresholds is met. A shareholder holding 10 percent of the capital who, due to a provision in the articles of incorporation, holds more than 50 percent of the votes is a beneficial owner and must be reported—even if her capital share is well below the threshold.

Checking the four categories individually is the most common source of error. The tool calculates capital and voting shares separately and lists each person along with their type of control and threshold range.

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Simplified Procedure for the GmbH

The difference from an AG is significant

For a stock corporation (AG), Art. 36 TJPV requires that there be only a single shareholder and that this person be registered in the Commercial Register as the sole member of the board of directors. The GmbH variant does not have this restriction: multiple shareholders are permitted, and the shareholder need not be the same person as the managing director. This means that the simplified procedure is available to a large proportion of Swiss GmbHs.

The simplified reporting procedure compared
Requirement	GmbH (Art. 35 TJPV)	AG (Art. 36 TJPV)
Number of Participants	Any number of shareholders	Exactly one shareholder
Natural persons	All shareholders	The sole person
Role in the governing body	Not required	Sole member of the Board of Directors, registered in the Commercial Register
Beneficial owners	All are also shareholders	The sole individual is the only one
Type of control	Exclusively through the equity interest	Not expressly regulated
Status of the company	Neither liquidation, bankruptcy, nor debt moratorium	Neither liquidation, bankruptcy, nor debt moratorium

The complete overview for the stock corporation can be found under Transparency Register for the AG.

What Information Must Be Reported

The ordinance specifies what information the company must obtain and report for each beneficial owner (Art. 10 TJPV): last name and first name, date of birth, nationalities, as well as municipality, ZIP code, and country of residence. In addition, information regarding the nature and extent of control must be provided. A complete street address is not submitted to the registry.

Type of verification: three pieces of information per person

For each beneficial owner, it must be determined whether control is exercised alone or in concert, directly or indirectly, and through ownership or by other means (Art. 12 TJPV). These three criteria are reported in combination.

Scope: Ranges instead of exact percentages

The scope is not reported to the decimal place but in three ranges (Art. 13 TJPV):

Threshold bands for the size of the holding
Band	Meaning
≥ 25% and ≤ 50%	Controlling minority interest up to half
> 50% and ≤ 75%	Simple majority
> 75 %	Qualified majority

Two rules to note: In the case of joint action, the threshold applies to the total jointly held interest, not to the individual interest of each person. And in the case of indirect control, the extent of the direct interest in your GmbH must be reported—that is, the percentage held by the intermediary company, not the calculated percentage of the person behind it. In the case of control exercised in other ways, you must describe how the control is exercised; a statement of the extent is not required. If the control is also based on a determinable ownership interest, the threshold range must also be specified (Art. 14 TJPV).

When the chain of control must be disclosed

Not every structure must be disclosed. Information about the chain of control must be obtained and reported only if one of the following conditions is met (Art. 15 TJPV): The chain includes at least two intermediate persons, 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. Thus, a single intermediate holding company does not trigger the disclosure requirement—a fiduciary relationship, on the other hand, does.

You can find worked-out examples of chains, agreements, and fiduciary relationships under “Who Is the Beneficial Owner?”

Deadlines for the GmbH

The law takes effect on October 1, 2026. The starting point is better for the GmbH than for the AG, and there is a simple reason for this: According to Art. 791 of the Swiss Code of Obligations (OR), shareholders of a GmbH are entered in the Commercial Register based on the number and par value of their shares.

Deadlines under Art. 9, 10 and 51 TJPG
Situation	Deadline	Effective Date
All beneficial owners are registered in the Commercial Register as shareholders or as members of the executive body	2 years after entry into force	1 October 2028
Other GmbHs subject to mandatory regular audits	4 months after entry into force	February 1, 2027
Other GmbHs that do not meet the requirements for a limited audit	6 months after entry into force	April 1, 2027
First amendment to the commercial register entry after entry into force—if earlier	1 month from this entry	ongoing
A GmbH is newly established after October 1, 2026	1 month from the date of entry in the commercial register	ongoing
Change to a fact entered in the Transparency Register	1 month from the date of becoming aware	ongoing

Regardless of the transition period, the following applies: As soon as a change is entered in the commercial register—a change in management, a new address, an amendment to the articles of incorporation, or a transfer of shares—a one-month period begins from the date of that entry (Art. 51(1) TJPG). This is particularly relevant for limited liability companies (GmbH), because any transfer of shares triggers an entry in the commercial register in any case. In practice, the two-year period is thus often shortened to the date of the next change.

The cantonal commercial registry offices notify companies of their reporting obligation in the event of such a change (Art. 52(1) TJPG). After the one-month period has expired—but no earlier than six months after the change takes effect—the registering authority reviews on its own initiative whether the change has been reported and notifies non-compliant companies of the consequences (Art. 52(2) TJPG).

Not every change is subject to reporting

The ongoing reporting requirement is more narrowly defined than it initially appears. A change in a shareholding must be reported only if it causes the percentage to exceed or fall below a threshold (Art. 39(3) TJPV): A shift from 30 to 40 percent remains within the same range and does not trigger any action, whereas an increase from 45 to 60 percent does.

The reporting requirement is entirely waived for changes to the company name, legal form, registered office, and ZIP code of the domicile address in the Commercial Register, as well as for name changes resulting from a change in civil status—the registering authority itself retrieves this information from the Commercial Register and the Central Database of Persons (Art. 39(4) and Art. 40 TJPV).

You can find all deadline schedules, including a calculator and deadline calendar, under “Transparency Register Deadlines: By When Must You Report?”

A two-year deadline may seem generous—until the first share transfer is due. The tool detects when a Commercial Register entry brings the deadline forward and reminds you of the one-month deadline.

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Fulfill obligations instead of managing them manually

The initial filing can be done manually with some effort. What comes after that cannot: ten years of documentation, ongoing updates, and management responsibility.

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Tracking multi-tier ownership structures
Analyze capital and voting shares separately
Collect information from shareholders in a structured manner
Document supporting documents and audit steps for ten years
Monitor share transfers and monthly deadlines

Details about your case

The sections above cover the standard case. These points address specific scenarios and obligations in the process.

Typical Shareholder Structures: Eight Structures and Who Is Listed in Each.

The following cases are based on the examples published by the Federal Department of Finance regarding the ordinance.

Allocation of beneficial owners by structure
Structure	Beneficial owner	What to Keep in Mind
Single-member GmbH, 100%	The sole shareholder	Notification required; the simplified procedure is available.
Shareholders with 10%, 20%, and 70%	Only the person with 70%	The other two are below the threshold. The range from 50 to 75 percent is reported.
90% of capital and 50% of voting rights, plus 10% of capital and 50% of voting rights	Both individuals	The second person reaches the threshold based on voting rights alone. The reported range for this person is 25 to 50 percent.
Two shareholders, each with 50 percent; one person cannot be identified	The identified person; for the other, an informant	The company reports the steps taken and additionally lists the chair of the management board as an information provider—not as a beneficial owner.
Five shareholders, each holding 20%	No one has a stake; therefore, the chair of the management board is designated as the contact person	First, determine whether multiple shareholders are acting in concert.
A GmbH holds 30% of your company; one person holds 60% of that GmbH	This person	A stake of over 50 percent at the second level confers indirect control. A 30 percent stake is reported.
Three individuals each hold 33% of a company that holds 30%	None of them; therefore, the chair of the management board applies on a subsidiary basis	At the second level, the threshold is more than 50 percent; 33 percent is not sufficient.
Common stock held in trust	The principal	The type of control is an indirect ownership interest. The trustee is not the beneficial owner but must be reported as part of the chain of control.

The company’s three obligations: identify, document, and report—and what applies in the absence of cooperation.

Identify and Verify (Art. 7 TJPG) The company obtains personal information as well as information regarding the nature and extent of control. It verifies the identity with the due diligence required by the circumstances and requests supporting documentation from the shareholders, the beneficial owners, or third parties.

Documenting and Retaining (Art. 8 TJPG) The information must be documented, kept up to date, and made accessible in Switzerland at all times. If identification or verification is unsuccessful, this must also be documented—along with the steps taken. Information and supporting documents must be retained for ten years after the person in question has ceased to hold that status.

Reporting (Art. 9 TJPG) The information to be reported includes the person’s details as well as the nature and scope of the audit. The company must also report information about itself and about the person making the report (Art. 19 TJPV).

If a shareholder refuses to cooperate

If the company is unable to identify a beneficial owner or verify their identity, it must report, pursuant to Art. 21 TJPV, all relevant information available to it—including which shareholders have failed to fulfill their reporting obligations—and additionally designate the highest-ranking member of the executive body as the contact person. This person is expressly not registered as a beneficial owner. This is the key distinction from the subsidiary reporting under Art. 4(2) TJPG, in which the same person appears as the beneficial owner.

A specific provision for GmbHs is found in Art. 8(4) of the TJPG: The person who is authorized to represent the company under Art. 814(3) of the OR and is domiciled in Switzerland must have access to the documented information. Anyone who outsources administrative functions must ensure this access through organizational measures.

Two Ways to File a Report: Electronic Platform or Commercial Registry Office—and What Is Required for Access.

Electronic platform
The standard procedure. The filing is submitted via the federal government’s electronic platform in accordance with the Business Relief Act (Art. 26 TJPV) to the register maintained by the Federal Office of Justice.

Via the Commercial Register Office (Art. 11 TJPG)
This is particularly straightforward for a GmbH because the shareholders are already registered there. If the company has a fact entered in the Commercial Register, it may instead file the report with the cantonal office—provided it confirms that the beneficial owners are registered as shareholders or as members of a governing body and that there are no others. The office then calculates the extent of the ownership interest itself based on the registered information (Art. 38 TJPV). The information submitted is not public within the meaning of Art. 936 OR.

What you need to prepare for access. Access to the platform is not automatic and requires advance preparation:

The company must authorize at least one person in writing. The form is sent by mail (Art. 27 TJPV).

For companies registered in the Commercial Register, the power of attorney must be signed in accordance with the registered signing authority—by hand on paper, or electronically with a qualified electronic signature and a timestamp in accordance with ZertES.

The authorized persons must register and authenticate themselves; identity verification is based on a passport, an identity card, or a foreigner’s identity card (Art. 28 and 29 TJPV).

The company requires a UID (Art. 30 TJPV).

The senior member of the executive body is responsible for the registration (Art. 12(1) TJPG). This task may be expressly delegated to other persons within the company or to third parties (Art. 12(2) TJPG)—but responsibility for proper execution remains with the senior member. For management, this means: Outsourcing is permitted, but it is only sensible if supported by verifiable documentation.

Most initial filings fail due to issues with power of attorney and authentication. We handle the preparation and guide you through the process.
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What shareholders must report themselves: They have their own reporting obligation within one month—to the company.

The obligation does not rest solely with the company. Anyone who, alone or jointly with third parties, holds shares in an amount that enables ultimate control must report the beneficial owner to the company (Art. 13(1) TJPG). The required information includes last name and first name, date of birth, nationality, address, and country of residence, as well as the nature and extent of control. Therefore, the full address must be disclosed to the company, even though only the municipality of residence is subsequently entered in the register. The same requirements apply to the nature and extent of control as those applicable to the company (Art. 25 TJPV). The report must be submitted within one month of the establishment of control, and any changes must also be reported within one month.

At the same time, the beneficial owner is personally subject to a reporting obligation if they exercise control in another manner or through a chain of control: they must report directly to the company (Art. 14 TJPG). Third parties involved in the chain of control must also cooperate in the verification process.

In practice, this means: Set forth these reporting obligations in the shareholders’ agreement or in a set of regulations; otherwise, the company’s deadline will depend on the cooperation of individuals over whom management has no direct control.

Consequences of inaction: Fines, suspension of shareholder rights, ex officio registration.

The obligation arises directly from the law, not only upon a request from the authorities. The consequences of a violation go well beyond the known amount of the fine.

Sanctions under the TJPG

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 Fines 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 shareholders concerned in the event of repeated violations

Art. 38(3) TJPG Order for dissolution and liquidation in accordance with bankruptcy laws if the company also clearly no longer engages in any business activities or possesses any realizable assets

Art. 33(4) TJPG Ex officio registration if no notification has been filed by the deadline

Art. 45(4) TJPG Statute of limitations for criminal prosecution begins only after seven years

The suspension applies to the shareholders, not the company

Art. 38(2) of the TJPG allows the supervisory authority to suspend the affected shareholders’ rights to participate in management and their property rights. In practice, this has a more drastic effect than a fine: the right to a share of profits and voting rights are forfeited for as long as the violation continues. In the case of a GmbH with few shareholders, this also reverses the majority balance in the shareholders’ meeting.

Behind the scenes, the registry authority assigns each legal entity to a risk category—high, medium, or low (Art. 64 TJPV). An entry in the registry results in at least a “medium risk” classification. The risk analysis takes into account, among other factors, the legal form and country of incorporation, the nationality and residence of the beneficial owners, the nature of control, and the existence of fiduciary relationships and trusts. The supervisory authority prioritizes its audits accordingly.

What Happens to the Existing Register Retain it for ten years, do not continue updating it—and verify that the information matches.

The previous obligation of shareholders to report beneficial owners to the company, and the resulting internal company register, will be abolished upon the entry into force of the TJPG. The following applies to AGs and GmbHs: The register created under previous law must be retained for ten years after the TJPG takes effect; for supporting documents, the retention period is governed by previous law (Art. 50 TJPG). Retention does not mean continued updating.

The share register under Art. 790 OR remains unaffected by this and must be maintained unchanged.

Article 49 of the TJPG provides a simplification: Shareholders who have fulfilled their previous reporting obligations are deemed to have complied with Article 13(1) of the TJPG—but only to the extent that the persons reported at that time are also the beneficial owners under the new law. Because the new definition differs from the previous one, this correspondence is by no means a given. The company may request the information and supporting documents necessary for verification pursuant to Article 13(4) of the TJPG; the shareholders must provide them within one month (Article 49(2) of the TJPG).

Sanctions under the TJPG
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	Fines 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 shareholders concerned in the event of repeated violations
Art. 38(3) TJPG	Order for dissolution and liquidation in accordance with bankruptcy laws if the company also clearly no longer engages in any business activities or possesses any realizable assets
Art. 33(4) TJPG	Ex officio registration if no notification has been filed by the deadline
Art. 45(4) TJPG	Statute of limitations for criminal prosecution begins only after seven years

Frequently Asked Questions About the GmbH

Is every Swiss GmbH affected?

In principle, yes. According to Article 3 of the TJPG, exceptions are subsidiaries that are more than 75 percent owned by publicly traded companies, as well as legal entities in which at least 75 percent of the ownership rights are held by public authorities. Size, revenue, and purpose are irrelevant.

When does the two-year deadline apply to our GmbH?

If all beneficial owners are registered in the Commercial Register as shareholders or as members of a governing body, a two-year deadline applies under Article 51(2) of the TJPG, i.e., until October 1, 2028. Because shareholders of a GmbH are already listed in the Commercial Register under Article 791 of the Swiss Code of Obligations (OR), this applies to many companies. However, this does not apply if a legal entity holds a stake, a fiduciary relationship exists, or someone exercises control in some other way.

What are the benefits of the simplified reporting procedure for a GmbH?

Under Article 35 of the TJPV, the company need only confirm that the shareholders holding at least a 25 percent equity interest are the beneficial owners. No further information regarding these individuals is required. The prerequisites are that all shareholders are natural persons, all beneficial owners are also shareholders, control over the equity interest is exercised, and the GmbH is neither in liquidation nor in bankruptcy nor under a stay of debt repayment.

We have five shareholders, each with a 20 percent stake. Who needs to be reported?

None of them reaches the 25 percent threshold. If no one else meets the criteria, the company must, as a secondary measure, report the highest-ranking member of the executive body. Before doing so, it must be determined whether several shareholders are acting in concert or whether someone else exercises control in another manner.

Does the voting right or the par value of the common shares count?

Both, and separately. It is sufficient if either threshold is reached. Because the articles of incorporation may provide, pursuant to Article 806(2) of the Swiss Code of Obligations (OR), that each common share carries one vote regardless of its par value, the capital share and the voting share may differ significantly.

Does the notification replace the share register?

No. The share register under Article 790 of the Swiss Code of Obligations (OR) must continue to be maintained as before. The provisions regarding the reporting of beneficial owners to the company are repealed; the list created under previous law must still be retained for ten years in accordance with Article 50 of the Swiss Act on the Registration of Legal Entities (TJPG).

Who is considered the highest-ranking member of the executive body in a GmbH?

According to Article 20(3) of the TJPV, it is the chairperson of the management board. In the event of liquidation, the liquidator assumes this role; in the event of a stay of proceedings, the trustee does. If multiple persons hold this position simultaneously, all must be reported.

Can we outsource the determination and updating of this information?

Yes. Article 12(2) of the TJPG expressly permits the delegation of reporting duties to other persons within the company or to third parties. Responsibility for proper execution remains with the highest-ranking member of the executive body, which is why transparent documentation of the process is crucial.

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Legal Basis and Additional Resources

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: Stock corporation · Cooperative · Holding company · Deadlines · Beneficial owners · Frequently asked questions

Date of this page: September 15, 2026.

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Identify your company’s beneficial owners, check whether the simplified procedure is available, and have deadlines and thresholds monitored instead of keeping track of them in your calendar.

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