Partnership limited by shares in the transparency register
The partnership limited by shares is hardly widespread in Switzerland – and that is precisely why guidance is lacking. It is subject to the reporting obligation, the general rules apply to it, and yet it has peculiarities that no other legal form has: members who have unlimited liability and who form the administration by operation of law. This affects the fallback rule, the deadline and the reporting procedure.
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In brief
- Subject to reporting
- Yes
- Legal basis
- Art. 2 para. 1 let. a no. 2 TJPG
- Threshold
- 25 % of capital or votes
- Special feature
- Members with unlimited liability
- Fallback rule
- Chair of the administration
- Simplified procedure
- Not provided
- Two-year deadline
- Possible, see below
- Transitional deadline
- Classification open
A stock corporation with personally liable members
Under Art. 764 para. 1 CO, the partnership limited by shares is a company whose capital is divided into shares and in which one or more members are liable to the creditors without limitation and jointly and severally, in the same way as a partner in a general partnership. Unless otherwise provided, the provisions on the stock corporation apply under para. 2.
Members with unlimited liability
They are personally liable for the debts of the company and, under Art. 765 CO, form the administration by operation of law. There is no board of directors within the meaning of the AG.
Shareholders
The other members hold an interest in the capital and are not personally liable. The rules of the stock corporation apply to them.
Supervisory body
Under Art. 768 para. 1 CO, it is responsible for the control and the permanent supervision of the management. The members of the administration have no voting right in its appointment.
Who is a beneficial owner
The general definition of Art. 4 TJPG is decisive: a beneficial owner is anyone who holds at least 25 percent of the capital or votes – directly, indirectly or in concert – or controls the company in another way. The four categories must be examined independently of one another.
Nothing special applies to the shareholders without personal liability: they are examined according to the rules that also apply to the stock corporation, including chains of control, shareholders’ agreements and shares held on a fiduciary basis.
The classification is the laborious part. The Management Tool guides you through the entry of the holding and capital data and identifies the beneficial owners from it according to the rules of the TJPV.
If no one reaches the threshold
If no one controls the company within the meaning of Art. 4 TJPG, the highest-ranking member of the managing body is reported under the fallback rule. Who that is, is determined by Art. 20 para. 3 TJPV – and here the ordinance fits the partnership limited by shares better than some other legal forms.
The supervisory body is not the managing body. It is responsible for the control and supervision of the management, not for managing the company; it plays no role for the fallback rule.
No simplified reporting procedure
The ordinance expressly provides for the simplified procedure in two cases: the GmbH (limited liability company) under Art. 35 TJPV and the single-shareholder AG under Art. 36 TJPV. The partnership limited by shares is not mentioned.
Structurally, too, Art. 36 TJPV does not fit: it presupposes that the sole shareholder is at the same time the sole member of the board of directors. The partnership limited by shares, however, does not have a board of directors. This also applies to a partnership limited by shares with only one member. The ordinary reporting procedure with the complete details under Art. 10 to 18 TJPV therefore remains applicable.
Several members in the administration? In the Management Tool, a four-eyes approval can optionally be set up before the report is submitted. The submission is made with your power of attorney or by you yourself via the electronic platform of the Confederation.
Deadlines
| Situation | Deadline |
|---|---|
| All beneficial owners entered in the commercial register as members or as officers | 30 September 2028 (Art. 51 para. 2 TJPG) |
| Others, required to have an ordinary audit | Safe course: 31 December 2026 |
| Others, not required to have an ordinary audit | Safe course: 28 February 2027 |
| First change to the commercial register entry after entry into force | 1 month from this entry, if earlier (Art. 51 para. 1 TJPG) |
| Newly formed company | 1 month from entry in the commercial register (Art. 9 para. 4 TJPG) |
A commercial register change can bring the deadline forward. The Management Tool monitors the publications in the Swiss Official Gazette of Commerce relating to your company and notifies you.
The previous register
Through the reference to the law on stock corporations, the partnership limited by shares was until now also subject to the obligation to keep a register of beneficial owners. Art. 50 TJPG requires this register to be retained for ten years after entry into force – but names only stock corporations and limited liability companies in doing so.
The wording leaves open whether the retention obligation also applies to the partnership limited by shares. The safe course is to retain the register and the associated supporting documents as if it applied. More on this under Register of beneficial owners.
Whoever is liable also reports
Under Art. 12 TJPG, the highest-ranking member of the managing body is responsible for the report. In the partnership limited by shares, on the most obvious reading of Art. 20 para. 3 TJPV, this is the chair of the administration – that is, one of the members with unlimited liability. The task may be delegated; the responsibility for proper execution remains.
| Legal basis | Consequence |
|---|---|
| Art. 43 TJPG | Fine of up to CHF 500,000 for intentional breach of the reporting obligations; through Art. 6 para. 2 VStrR, the negligent failure to supervise can also be covered |
| Art. 34 TJPG | Note in the register entry, for example if a request remains unanswered |
| Art. 38 para. 2 TJPG | Suspension of the participation and property rights in the event of repeated breach |
| Art. 45 para. 4 TJPG | Criminal prosecution becomes time-barred only after seven years |
Further details under Responsibility of the board of directors and Fines and sanctions.
Frequently asked questions
Is the partnership limited by shares subject to the reporting obligation?
Yes. Article 2 para. 1 let. a no. 2 TJPG expressly lists it among the legal entities subject to the reporting obligation. Neither the Act nor the ordinance contains a special rule; the general provisions apply.
Are the members with unlimited liability automatically beneficial owners?
No. Personal liability is not a criterion of the TJPG. What is decisive is whether a member holds at least 25 percent of the capital or votes or controls the company in another way. In the partnership limited by shares, the latter must be examined in particular if the articles of association grant the members with unlimited liability veto rights or protection against removal.
Who is reported if no one reaches the threshold?
Under Article 20 para. 3 let. b TJPV, the chair of the administration, provided there is no separate executive management body. In the partnership limited by shares, the administration consists of the members with unlimited liability. If no chair has been designated, all members who hold the function at the same time must be reported under para. 4.
Does the simplified reporting procedure apply?
No. The ordinance provides for it only for the GmbH and the single-shareholder AG. Article 36 TJPV also presupposes a board of directors, which the partnership limited by shares does not have – not even if it has only one member.
Which deadline applies?
If all beneficial owners are entered in the commercial register as members or as officers, the two-year deadline until 30 September 2028 applies. Otherwise, it is open whether the deadlines for stock corporations or those for other companies apply. The safe course is the shorter deadline: 31 December 2026 if an ordinary audit is required, otherwise 28 February 2027.
Is the supervisory body the managing body?
No. The supervisory body controls and supervises the management, but it does not manage the company. It is of no significance for the fallback rule.
Do we have to retain the previous register?
For the ten-year retention, Article 50 TJPG names only stock corporations and limited liability companies. Because the partnership limited by shares was likewise subject to the obligation to keep a register through the reference to the law on stock corporations, the safe course is to retain the register and the supporting documents in the same way.
Who is responsible for the report?
Under Article 12 TJPG, the highest-ranking member of the managing body; in the partnership limited by shares, on the most obvious reading, the chair of the administration. The task may be delegated; the responsibility remains.
To the complete FAQ · Stock corporation · Limited partnership for collective investment
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. 764 et seq. CO. The questions described as open are based on our interpretation of the wording and do not constitute legal advice. Last updated: .
Rare legal form, clear obligation
For the partnership limited by shares there is hardly any practice, but an unambiguous reporting obligation. Enter your company, have the beneficial owners identified and submit the report – with your power of attorney or yourself via the electronic platform of the Confederation.