Real Estate Company in the Transparency Register
There are no special rules for Swiss real estate companies—they are registered as AGs or GmbHs, and the properties themselves do not change this. The situation is different for foreign legal entities: In such cases, land ownership in Switzerland alone triggers the requirement for registration, and a lack of a registry entry can block the land registry entry.
In a nutshell
- Your Own Legal Structure
- No, AG or GmbH
- Swiss company
- Recorded as an AG or GmbH
- Real estate
- No separate legal entity for them
- Foreign company
- Real property ownership is sufficient
- Land register block
- Foreign law only
- Foreign deadline
- 6 months, until April 1, 2027
- Land registries
- Have access to the registry
- Share deal
- Can trigger a one-month notice period
No legal form of its own, but a separate connecting factor
The TJPG does not recognize the real estate company as a category. Art. 2(1)(a) TJPG lists legal forms, not purposes: A real estate company is legally a stock corporation or a limited liability company and is therefore subject to the law, not because of its portfolio.
Real estate ownership does appear in the law, however—but in a completely different section. Art. 2(1)(b)(3) of the TJPG lists it as one of the three connecting factors for legal entities governed by foreign law. It is irrelevant for Swiss companies; they are covered in any case.
Covered as an AG or GmbH. The specific rules that apply are outlined on the pages regarding the AG and the GmbH. Real estate ownership does not trigger any additional obligations and does not alter either the deadlines or the procedures.
Simply owning a Swiss property subjects the company to Swiss law—even without a branch office or management in Switzerland. In addition, there are land registry implications upon acquisition. The other relevant provisions are outlined on the page regarding branch offices.
The Land Registry Block
Art. 40 TJPG links the transparency register to the land registry. This provision is the most powerful practical tool in the entire law because it can halt a transaction.
- Proof Upon Filing If a legal entity governed by foreign law, as defined in Art. 4 of the Property Transfer Tax Act (BewG), acquires real property in Switzerland, it must provide the land registry office with proof of its registration in the transparency register when filing for registration (Art. 40(1) TJPG).
- Suspension and Ten-Day Deadline If proof is missing, the land registry administrator suspends the registration and sets a ten-day deadline for reporting to the transparency register (Art. 40(2) TJPG).
- Rejection If the notification is not submitted within this period, the registration is rejected pursuant to Art. 966 of the Swiss Civil Code (ZGB) (Art. 40(3) TJPG). The right to appeal is governed by Art. 956a of the Swiss Civil Code (ZGB) (Art. 40(4) TJPG).
Are you planning a purchase through a foreign company? In that case, the registration must be complete before the notary submits the application.
Launch Management ToolDeadlines
The applicable deadline depends on the law governing the company.
| Situation | Deadline | Effective Date |
|---|---|---|
| Swiss company; all beneficial owners are listed in the Commercial Register as shareholders or members of the governing body | 2 years after entry into force | October 1, 2028 |
| Other public limited companies subject to mandatory regular audits | 3 months | January 1, 2027 |
| Other GmbHs subject to mandatory regular audits | 4 months | February 1, 2027 |
| Other public limited companies not subject to mandatory audit requirements | 5 months | March 1, 2027 |
| Other GmbHs not subject to the requirements for a limited audit | 6 months | 1 April 2027 |
| Legal entity under foreign law with real estate in Switzerland | 6 months after entry into force (Art. 53 TJPG) | 1 April 2027 |
| Newly established property company | 1 month from entry in the commercial register (Art. 9(4) TJPG) | ongoing |
| Acquisition as defined in Art. 4 of the Property Tax Act | Proof to be provided upon filing; if missing, 10 days from the date the deadline is set | Transaction-dependent |
| Change to a fact entered in the Transparency Register | 1 month from the date of knowledge | ongoing |
For Swiss companies, the trigger under Art. 51(1) TJPG also applies: If a change is entered in the Commercial Register after the law takes effect, a one-month period begins from the date of that entry. This occurs regularly for real estate investment companies—in the event of a change of registered office, a change in the board of directors, or a capital increase for restructuring purposes.
You can find all deadline schedules, including a calculator and deadline calendar, under “Transparency Register Deadlines: By When Must You Report?”
Many Companies, Many Contracts, Many Deadlines
With real estate portfolios, the effort lies in the sheer volume—and in transactions that keep pushing everything back.
- Record the portfolio with all property companies once
- Include contractual control rights from shareholder agreements
- Prepare for registration as a prerequisite for closing
- Have the confirmation pursuant to Art. 28 TJPG ready for due diligence
- Monitor deadlines for each company and by transaction
Details about your case
The sections above cover the typical scenario. These points address structures, transactions, and consequences.
Typical structures in the real estate sector include property companies, pool agreements, trusts, and contractual control rights.
Real estate portfolios are rarely consolidated within a single company. The typical structures give rise to questions that go beyond mere equity calculations.
Each property company is a separate legal entity subject to reporting requirements, with its own deadline. The beneficial owners are determined based on the chain of ownership; the holding company’s stake in the respective property company must be reported. For more information, see the page on holding companies.
These are the norm for jointly held properties. They constitute acting in concert—and in this context, the threshold applies to the total jointly held interest, not to individual stakes. Four partners, each holding 20 percent, who act in concert, collectively reach the threshold.
The beneficial owner is the principal, not the trustee. Additionally, a fiduciary relationship in the chain always triggers the disclosure of the chain of control—even if there is only one intermediate level.
This covers control exercised in other ways, such as through contracts with shareholders, through capital instruments like options or profit-sharing loans, and through provisions in the articles of incorporation. In the real estate sector, preemptive rights, purchase rights, rights to have a say in sales or refinancing, and veto rights regarding budgets and investment planning are common—they must be examined individually.
Transactions: Share Deal and Due Diligence What must be reported after closing—and how to document the registration.
When selling a property company, the TJPG affects both parties—and does so more quickly than the usual deadlines in the real estate business would suggest.
If control changes hands, the new beneficial owners must be reported within one month (Art. 10 TJPG). However, a change in ownership interest is reportable only if it causes the threshold to be exceeded or fallen below (Art. 39(3) TJPV)—which is always the case with a complete sale.
As the new shareholder, the acquiring party is subject to the reporting obligation under Art. 13 TJPG toward the company within one month of gaining control. Anyone who exercises control through a chain of ownership or by other means must also report this themselves under Art. 14 TJPG.
For contract drafting, this means: A representation regarding compliance with TJPG obligations and the absence of a note must be included in the list of warranties, and the provision of the confirmation is one of the conditions precedent to closing. In the case of a foreign purchaser, registration under Art. 40 TJPG is an additional condition precedent to closing.
Who has access in the real estate sector: land registry offices, property transfer tax authorities, and public contracting authorities.
The Transparency Register is not public. For real estate companies, however, the group of authorized users is remarkably broad because it includes several entities from the real estate sector.
| Background | Entity and Authority |
|---|---|
| Art. 26, para. 2, letter c, TJPG | Land Registry Offices, Cantonal Supervisory Authorities, and Federal Oversight in Real Property Law – Online Access |
| Art. 26(2)(d) TJPG | Enforcement Authorities under the Property Transfer Tax Act (BewG)—Online Access |
| Art. 26, para. 2, letter h TJPG | Contracting authorities with regard to the evaluation or award of a public contract, provided they are subject to federal or cantonal procurement law – Online access |
| Art. 65, para. 4 TJPV | Land registry offices and real estate transfer tax enforcement authorities shall, upon request, provide the supervisory authority with a list of foreign legal entities that own real property in Switzerland |
| Art. 27 TJPG | Financial intermediaries and advisors as part of their due diligence obligations – online access |
The fourth line is the reason why a foreign company owning Swiss real estate is unlikely to go unnoticed: The supervisory authority can request the list of property owners and cross-check it against the registry records. And the third line applies to anyone bidding on public construction contracts.
Consequences of inaction: Rejection by the land registry, fines, and suspension of property rights.
| Background | Consequence |
|---|---|
| Art. 40 para. 3 TJPG | Rejection of the land registry application—the most severe consequence in the real estate sector |
| Art. 43 TJPG | Fines of up to CHF 500,000 for intentional violations of the reporting obligations under Articles 9–11, 13, 14, or 17, 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 affected shareholders or partners in the event of repeated violations |
| Art. 38(3)(b) TJPG | For foreign legal entities with a branch office: Order to cancel the branch office registration |
| Art. 45, para. 4 TJPG | Statute of limitations for criminal prosecution begins only after seven years |
The suspension under Art. 38(2) TJPG warrants special attention in the context of real estate structures because it affects property rights: The flow of distributions from the property company to the parent company would be interrupted—in the case of leveraged portfolios, this would have consequences for debt service.
Frequently Asked Questions
Is a real estate company a separate legal entity?
No. It is a stock corporation (AG) or a limited liability company (GmbH) whose purpose is to hold and manage real estate. The TJPG is based exclusively on the legal form; therefore, which rules apply depends on whether the entity is an AG or a GmbH.
Does our real estate ownership trigger any additional obligations?
Not in the case of a company under Swiss law. Real property is provided for in Article 2, paragraph 1, letter b of the TJPG only as a connecting factor for legal entities under foreign law. A Swiss real estate corporation is already subject to regulation as a stock corporation; the real estate does not change this.
What applies to a foreign company with real estate in Switzerland?
It is subject to the law. Article 2(1)(b)(3) of the TJPG covers legal entities governed by foreign law that own real property in Switzerland or acquire real property within the meaning of Article 4 of the BewG. Mere ownership is sufficient, regardless of whether the acquisition was subject to the BewG at the time.
Can a missing registry entry block the land registry entry?
Yes. If a legal entity governed by foreign law acquires real property within the meaning of Article 4 of the BewG, it must provide the land registry office with proof of its registration in the transparency register when filing the application. If such proof is missing, the registration is suspended and a ten-day deadline is set; if this deadline expires without action, the application is rejected.
Does the land registry block also apply to a Swiss AG (public limited company) under foreign ownership?
Not according to the wording. Article 40 of the Land Registry Act (TJPG) refers to legal entities governed by foreign law. A company governed by Swiss law is not covered by this provision, even if it is considered a foreign entity under the Real Estate Act (BewG) and requires authorization for the acquisition. The reporting obligation under the TJPG applies to such companies in any case, just without the land registry block.
Do land registry offices have access to the register?
Yes. Article 26(2) of the TJPG lists land registry offices, cantonal supervisory authorities for real property law, and the enforcement authorities of the BewG among the agencies with online access. In addition, pursuant to Article 65(4) of the TJPV, they disclose to the supervisory authority, upon request, which foreign legal entities own real property in Switzerland.
What triggers a share deal?
If control over the property company changes, the new beneficial owners must be reported within one month. However, a change in ownership interest is only reportable if it causes a threshold to be exceeded or fallen below. In addition, both the seller and the buyer have their own obligations toward the company under Articles 13 and 14 of the TJPG.
How do we prove that we have filed the required reports for a transaction?
Through a confirmation or an extract pursuant to Article 28 of the TJPG. The wording refers to “all legal entities” without specifying who should request it. Because the registry is not public and only the authorities listed in Articles 25 through 27 of the TJPG have access to it, the provision is to be understood as requiring a legal entity to request information about itself. In practice, this means that the target company obtains the documents and submits them. The confirmation of registration is free of charge; an extract costs 40 francs.
Has your question been answered? Then enter your portfolio into the management tool.
Launch 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)
- Federal Act on the Acquisition of Real Property by Persons Abroad (BewG) and the Civil Code
- More on this site: Holding Company · Branch Office · Corporation · Deadlines
Last updated: September 16, 2026.
Make registration a prerequisite for enforcement
For foreign buyers, the registration entry determines whether the transfer of ownership is recorded in the land registry. We clarify the legal classification, set up representation and access, and prepare the notification—well in advance of the closing date.