New Business Formation and Reporting Requirements
Anyone who forms a company after October 1, 2026, has one month to do so—counting from the date of entry in the commercial register. The phased transition periods mentioned in connection with the TJPG do not apply to you. However, there is a way to complete the registration at the same time as the formation.
In a nutshell
- Deadline
- 1 month from the date of registration with the Commercial Register
- Legal basis
- Art. 9 para. 4 TJPG
- Transitional period
- Not available for you
- Affected
- Corporation, LLC, cooperative, and others
- Not affected
- Sole proprietorships, partnerships
- Single-Person Business Formation
- Simplified procedure
- Fastest Way
- About the Commercial Registry Office
- Preliminary Note
- No one is coming
One month from the date of entry in the commercial register
Art. 9(4) of the TJPG addresses this case in a single sentence: The notification must be filed within one month of the company’s entry in the Commercial Register. For legal entities governed by foreign law, the deadline begins when they become subject to the law.
The entry in the Commercial Register is the decisive factor—not the public notarization, not the capital contribution, and not the commencement of business operations. To be on the safe side, calculate the deadline starting from the date of entry in the Commercial Register.
Who Is Affected and Who Is Not
Public limited company, limited partnership with share capital, limited liability company (GmbH), cooperative, SICAV, SICAF, and limited partnership for collective investment schemes—the list set forth in Art. 2, para. 1, letter a of the TJPG.
Sole proprietorships, general partnerships, limited partnerships, unincorporated partnerships, as well as associations and foundations. They are not on the list and remain so even if a new entity is formed.
Before anything else, check the exceptions under Art. 3 TJPG: If you establish a subsidiary that is more than 75 percent owned by a publicly traded company, or a company in which a public entity holds at least a 75 percent stake, the requirement does not apply at all.
Unsure whether your new company is subject to these requirements? The detailed TJPG check clarifies the legal form and exceptions and documents the result with justification—even a “not affected” determination needs to be substantiated if a bank or investor asks for it later.
The fastest way: right from the start
This is the most practical and valuable part of this page. Anyone who meets the requirements for the simplified registration process can complete the registration as part of the same process as the company formation—and doesn’t have to worry about getting platform access first.
The Requirements
- Simplified Procedure Applicable For a GmbH under Article 35 of the TJPV: all shareholders are natural persons, all beneficial owners are also shareholders, control is exercised through the capital, and the company is neither in liquidation nor in bankruptcy nor under a stay of debt enforcement. For an AG under Art. 36 TJPV, the following additional requirements apply: only one shareholder, who is registered as the sole member of the board of directors and is the sole beneficial owner.
- Confirmation pursuant to Art. 11 TJPG The company confirms that the beneficial owners are registered in the Commercial Register as shareholders or as members of a governing body and that there are no others.
- Separate Document Pursuant to Art. 33(1) TJPV, the notification to the Commercial Register Office must be submitted in a document separate from the application for registration—either using a paper form or via an electronic data entry tool provided by the registering authority.
- Same Form as the Commercial Register Application The notification may be submitted by mail or electronically, but must be in the same form as the corresponding application (Art. 33(3) TJPV).
- Signature By the persons authorized to sign or by an authorized third party; the power of attorney must be signed by members of the highest management or administrative body who are authorized to sign and must be attached to the notification (Art. 34 TJPV). On paper, it must be signed by hand; electronically, it must be signed with a qualified electronic signature and a timestamp.
Which method is faster is determined before the notary appointment. We check whether the simplified procedure is applicable and prepare the filing.
Launch the Management ToolWhat You Need to Gather Before Incorporation
Even in the simplified procedure, the fundamentals must be in order. And even where the filing consists solely of a confirmation, the obligation to identify, verify, and document pursuant to Articles 7 and 8 of the TJPG remains in effect.
- Identifying Beneficial Owners Check all four control categories individually: direct and indirect ownership, acting in concert, and control by other means. A shareholders’ agreement or special voting rights provision precludes the use of the simplified procedure.
- Obtain Personal Data: Last name and first name, date of birth, nationalities, as well as municipality, ZIP code, and country of residence (Art. 10 TJPV).
- Verify AHV Number The company must verify whether the person has an AHV number. If not, a copy of the passport, ID card, or alien’s identity card must be obtained (Art. 10(2) TJPV). For founders located abroad, this is the time-sensitive step.
- Secure Supporting Documents Verifying identity is a requirement, not an option. The information and supporting documents must be documented, kept up to date, made accessible in Switzerland at all times, and retained for ten years after a person has ceased to hold that status.
- Regulating access to documentation For public limited companies (AG) and limited liability companies (GmbH), the person who is authorized to represent the company under Art. 718(4) or Art. 814(3) of the Swiss Code of Obligations (OR) and who is domiciled in Switzerland must have access to the documented information (Art. 8(4) TJPG).
Detailed information by legal form: Corporation, Limited Liability Company (GmbH), Holding Company, and Sole Proprietorship.
Meet the deadline before it begins
The effort isn’t involved in the registration itself, but before it: determining who the beneficial owner is, which route is available, and what must be in place by the time of entry in the commercial register.
- Clarify the procedures before the notary appointment
- Identify beneficial owners across all four categories
- Obtain personal data, verify AHV eligibility, and collect copies of identification documents
- Prepare the registration and document supporting documents
- Monitor the one-month deadline from the date of entry in the Commercial Register
Details about your case
The sections above cover the standard case. These points address specific scenarios and the period following the initial registration.
Common Startup Scenarios: Seven cases ranging from a one-person LLC to starting a business from abroad.
| Constellation | Required Filings | Special Feature |
|---|---|---|
| Single-member LLC | The shareholder | Simplified procedure pursuant to Art. 35 TJPV; notification may be filed with the Commercial Registry Office. |
| Single-shareholder stock corporation | The sole shareholder | Art. 36 TJPV additionally requires that this person be the sole member of the board of directors. |
| GmbH with multiple individual shareholders | All holding at least 25 percent of the capital | The simplified procedure remains an option as long as control is exercised exclusively through the capital. |
| Incorporation with a shareholders’ agreement | Depending on the terms, individuals holding less than 25 percent may also be included | Acting by mutual agreement or exercising control in another manner; the simplified procedure does not apply. |
| Subsidiary of an existing holding company | The individuals behind the holding company | Indirect control; the extent of the holding company’s ownership interest in the subsidiary is reported. |
| Conversion of a sole proprietorship | The previous owner | Legally considered a new business formation, therefore a one-month period applies instead of a transition period. |
| Establishment by individuals residing abroad | Same information as usual | If you do not have an AHV number, you must provide a copy of your ID—initiate this process before incorporation. |
After the initial registration, the obligation to update information takes effect—with monthly deadlines.
The process isn’t complete with the registration. The obligation to keep records up to date begins at this point.
| Reason | Deadline |
|---|---|
| Change to a fact entered in the Transparency Register | 1 month from the date of knowledge (Art. 10 TJPG) |
| Transfer of shares that affects a threshold range | 1 month; if the range remains the same, no notification is required (Art. 39(3) TJPV) |
| New shareholder or new governing body that changes the substitution rule | 1 month |
| The requirements for the simplified procedure no longer apply | Next filing in accordance with the standard rules |
| Owners’ Reporting Obligations to the Company | 1 month from the date control is established (Art. 13 TJPG) |
Changes to the company name, legal form, registered office, and ZIP code of the domicile address, as well as name changes resulting from a change in civil status, do not need to be reported—the registry authority itself updates these entries based on information from the Commercial Register and the Central Database of Persons (Art. 39(4) and Art. 40 TJPV).
If the deadline expires: request, ex officio registration, annotation—and fines.
The authority checks on its own initiative whether the required notifications have been submitted.
- Request with a Deadline: The registering authority requests the filing, sets a reasonable deadline, and points out the consequences of noncompliance (Art. 33(3) TJPG).
- Ex Officio Registration Upon expiration of this deadline, the authority may register a legal entity that has not filed a report ex officio (Art. 33(4) TJPG).
- Note and Risk Classification If a request remains unanswered, the authority adds a note to the entry (Art. 34 TJPG). According to Art. 64(2) TJPV, a note results in classification into at least the “medium risk” category.
| Legal basis | Consequence |
|---|---|
| Art. 43 TJPG | Fines of up to CHF 500,000 for intentional violations of the reporting obligations under Art. 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 affected shareholders’ participation and property rights in the event of repeated violations |
| Art. 12 TJPG | The highest-ranking member of the governing body is responsible; delegation to third parties is permitted but does not relieve that member of liability |
| Art. 45, para. 4, TJPG | Statute of limitations for criminal prosecution begins only after seven years |
Frequently asked questions
When does the statute of limitations begin to run for a newly established company?
From the date the company is entered in the commercial register. Article 9, paragraph 4 of the TJPG allows one month for this. The statute of limitations does not begin with the notarization, the payment of capital, or an official request—you will not receive one.
Is there also a transition period for new companies?
No. The staggered deadlines of three to six months and the two-year rule are set forth in Article 51 of the TJPG and apply to companies that already existed when the law took effect. Companies formed after that date are subject to Article 9(4) of the TJPG, which stipulates a one-month deadline.
Can we file the notification right when the company is formed?
Yes, under the simplified procedure. Article 37(1) of the TJPV permits filing the notification through the Commercial Registry Office, provided that the requirements of Article 11 of the TJPG are met and the legal entity is eligible for registration. The Office then completes the notification with information regarding the shareholders or members of the board of directors. The notification must be submitted in a document separate from the application.
What are the benefits of the simplified procedure for a single-member company?
The notification is limited to a confirmation. In the case of a GmbH, the company confirms, pursuant to Article 35 TJPV, the shareholders with at least a 25 percent equity interest as beneficial owners; in the case of a single-person AG, pursuant to Article 36 TJPV, the sole shareholder. No further information regarding these individuals is required.
What applies if a female founder does not have an AHV number?
In that case, pursuant to Article 10(2) of the TJPV, the company must obtain a copy of the founder’s Swiss or foreign passport, an identity card, or a Swiss foreigner’s identity card. For founders residing abroad, this is the step that takes the most time—it must be completed before the company is incorporated, not afterward.
Do we also have to report it if we convert a sole proprietorship?
Yes. Legally, a new company is formed into which the business is transferred—the Merger Act does not recognize conversion of a sole proprietorship in the technical sense. Therefore, the one-month period under Article 9(4) of the TJPG begins with the entry of the new company in the Commercial Register.
What applies when establishing a holding company with subsidiaries?
Each newly registered company must file its own report, with its own one-month deadline starting from the date of registration. There is no consolidated report for the group. For subsidiaries, the beneficial owner is determined through the chain of ownership; the report must specify the extent of the holding company’s ownership interest in each subsidiary.
What happens if we miss the deadline?
The registering authority will issue a request for the report, set a reasonable deadline, and explain the consequences. Once the deadline has passed, the authority may register the legal entity ex officio. Regardless of this, intentional violation of the reporting obligation under Article 43 of the Swiss Corporate Law Act (TJPG) is punishable by a fine of up to 500,000 Swiss francs; the highest-ranking member of the executive body is held responsible.
Has your question been answered? Then prepare the registration for your new business in the management tool.
Launch the Management ToolLegal 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: For Trustees · What Data to Report · Deadlines · Corporation · Limited Liability Company · Sole Proprietorship · Frequently Asked Questions
Last updated: September 16, 2026.
Plan your filing before your appointment with the notary
If you know the requirements, you can submit the report along with the registration and meet the deadline before it even begins. We’ll explain the process, identify the beneficial owners, and prepare the necessary documents.