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From the Register to Documentation

Register of beneficial owners

Since 2015, Swiss companies have maintained a register pursuant to Art. 697l of the Swiss Code of Obligations (OR). The TJPG supersedes this regime—but it does not replace the register with a new one; rather, it replaces it with a documentation requirement that has no formal requirements. And you may not dispose of the old register.

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In a nutshell

Register under Art. 697l CO: To be replaced
Retain: 10 years from the effective date
New instead: Documentation under Art. 8 TJPG
Form: Not required
Share register, register of shares: Remain unchanged
Register of cooperative members: Remains in effect
List of Owners: Only for administration in Switzerland
Simply continue: Not enough

Four things are called “directory”

Part of the confusion stems from the term itself. Once it takes effect, it refers to four different obligations with varying outcomes.

The four registers and what becomes of them
Register	Legal basis	Status as of October 1, 2026
Register of beneficial owners	Art. 697l OR	Will be replaced by the TJPG; must be retained for ten years pursuant to Art. 50 TJPG
Share Register, Membership Register, List of Cooperative Members	Articles 686, 790, and 837 of the Swiss Code of Obligations	Remain unchanged
Register of holders	Art. 18 TJPG	Adopted from the Tax Administrative Assistance Act; applies only to foreign legal entities with their actual place of management in Switzerland
The Transparency Register itself	Art. 21 et seq. TJPG	New, maintained by the federal government, not public

For most companies, only the first line changes. What replaces it is the documentation requirement under Art. 8 TJPG—and that is not a register in the technical sense.

The previous directory: file it away, don’t throw it away

Art. 50 TJPG governs the transition in a single sentence: Stock corporations and limited liability companies must retain the register of beneficial owners created under the previous law for ten years after the law takes effect. The previous law continues to apply to the retention of supporting documents.

The provision only mandates retention, not continued maintenance—and that is precisely the point. Anyone who stops updating the register as of October 2026 is not doing anything wrong. Anyone who destroys it, on the other hand, is.

A folder with an expiration date of 2036 plus individual retention periods per person. Such retention periods do not survive a change in the secretariat. Old records and new documentation coexist side by side in the tool.

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Why “Carry Forward” Is Not Enough

The obvious idea—simply continuing to maintain the same table—fails because of the content. The previous directory was significantly more concise.

Content under the previous law and under the TJPG
Detail	Art. 697l OR	TJPG and TJPV
First name and surname	Ja	Yes, with all first names
Address	Full address	Municipality, ZIP code, and country of residence (Art. 10 TJPV)
Date of birth	No	Ja
Nationalities	No	Yes, all
Type of inspection	No	Three axes pursuant to Art. 12 TJPV
Extent of control	No	Threshold band pursuant to Art. 13 TJPV
Control chain	No	In three cases pursuant to Art. 15 TJPV
AHV Assessment	No	Yes, with a copy of identification if none is available

The group of people may also be different

The former reporting requirement under Art. 697j of the Swiss Code of Obligations (OR) applied to the acquisition of shares representing at least 25 percent of the capital or voting rights, whether alone or in concert with others. The TJPG also recognizes control exercised in other ways—such as through veto rights, appointment rights, or options—as well as the substitute rule, under which, in the absence of control, the highest-ranking member of the governing body must be reported.

Therefore, those who have complied correctly up to now do not automatically have the correct list. This is precisely what Art. 49 of the TJPG addresses: A notification made under the previous law remains valid only if the reported person is still the beneficial owner under the new definition.

Another practical difference concerns the deadlines: Under Art. 697j(4) OR, changes had to be reported within three months; under Art. 13(5) TJPG, the deadline is now one month. All triggers are listed under “Report Changes.”

What Replaces It: Art. 8 TJPG

The TJPG does not require Swiss companies to maintain a register in a specific format. Instead, Art. 8 TJPG requires four things.

Documentation The information specified in Art. 7, paras. 1 and 3, TJPG must be documented—that is, the details regarding the beneficial owners and, in the case of partial ownership by a publicly traded company, the details regarding that company.

Keeping Information Up to Date The company must ensure that the information is up to date. This is an ongoing obligation, not an annual task.

Making Information Accessible In Switzerland, the information must be accessible at all times. Access is required by law; the storage location is not.

Retention: Ten years after the individual has ceased to be the beneficial owner.

No specific form does not mean no requirements

A table, a folder, or software—the law does not prescribe any specific format. However, it does require a specific outcome: complete, up-to-date, and retrievable. And Art. 8(2) TJPG addresses the scenario in which this cannot be achieved: In such cases, this fact and the steps taken must be documented. Therefore, even if the format remains informal, the information must still be traceable.

In addition, Art. 8(4) TJPG stipulates that, in the case of a stock corporation and a limited liability company (GmbH), the person who is authorized to represent the company pursuant to 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. This requirement already existed under the previous law—at that time, it applied to the share register and the list of shareholders. The supporting documents for this requirement are listed under “Evidence and Documents.”

A new review is required between the old list and the new documentation

No change in format, but a different group of persons and a more extensive list of required information. Both must coexist.

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Archive the old inventory with a cut-off date and expiration date
Re-evaluate the group of individuals against all four control categories
Systematically request missing information from the parties involved
Keep documentation from Switzerland accessible
Regulate the change history and access in accordance with Art. 8, para. 4 of the TJPG

The transition in six steps

Step two is the most time-consuming. Anyone who skips it and uses the old list is highly likely to submit an incomplete report.

Back up the existing directory. Record the status as of the effective date and file it, with an expiration date ofOctober 1, 2036. Keep the supporting documents separately according to the individual deadlines under the previous law.
Re-examine the group of individualsGo through all four control categories of the TJPG, not just the previous 25-percent cases. Document the results with justification.
SupplementInformation Obtain each person’s date of birth, nationalities, municipality, ZIP code, and country of residence; verify the AHV number.
Determine type and scopeThree axes and a threshold range for each person; if the review is conducted differently, provide a description.
Set up documentationFormat is flexible, but requirements are not—it must be complete, up-to-date, accessible in Switzerland, and have regulated access for the authorized representative.
Adjust DeadlinesInform the parties involved that changes must now be reported within one month instead of three months.

Details about your case

These points concern the remaining directories, which will remain in place or affect only a limited group.

The corporate law registers—the stock register, the share register, and the cooperative member register—are not affected.

They are not affected by the TJPG because they answer a different question: Who holds the shares—not who is behind them.

AG: Share register
Pursuant to Art. 686 of the Swiss Code of Obligations (OR) regarding the owners and beneficiaries of registered shares, with access available at any time in Switzerland.

GmbH: Share Register
Pursuant to Art. 790 of the Swiss Code of Obligations (OR) regarding shareholders. In the case of a GmbH, these are additionally entered in the Commercial Register.

Register of cooperative members
Pursuant to Art. 837 of the Swiss Code of Obligations (OR), including first and last names or business name and address, also accessible at any time in Switzerland.

They are the foundation, not the result

The share register indicates who holds shares. It does not specify whether that person is the beneficial owner, whether they are acting in a fiduciary capacity, whether there is a voting restriction, or whether someone else exercises control in any other way. The share register is therefore the first piece of evidence for the review under the TJPG—but never the only one.

The Register of Shareholders Only for foreign legal entities with their administration in Switzerland.

The TJPG does provide for a second register—but for a limited group and not as a new requirement. Art. 18 TJPG requires legal entities under Art. 2(3) TJPG to maintain a register of holders at the location of their actual administration. The register must include the holder’s last name and first name or the company name, as well as the address.

According to the explanatory notes of the Federal Department of Finance, this provision incorporates the previous regulation set forth in Art. 22ibis of the Tax Administration Assistance Act. Those who have already been complying with it will therefore continue to do so.

Pursuant to Art. 24(1) TJPV, this applies not only to legal entities under foreign law but also to legal units under foreign law without legal personality, provided that the transparency requirements under the Global Forum’s reference criteria apply to them. The concept of “actual administration” is governed by tax law, specifically by Art. 50 of the Federal Act on Direct Federal Tax.

This obligation exists in addition to the other obligations under the TJPG, not in lieu of them—the explanatory notes expressly state that, in particular, reporting to the transparency register is not affected by this.

This does not apply to Swiss companies

Art. 18 TJPG builds upon Art. 2(3) TJPG and thus applies to foreign legal entities with their administration in Switzerland. A Swiss AG or GmbH does not maintain such a register—for these entities, the share register and the documentation required under Art. 8 TJPG remain in effect. For more details, see the page on branches of foreign companies.

Frequently asked questions

Do we still have to maintain a register of beneficial owners?

Not in the previous form. Article 50 of the TJPG now only requires the retention of the register created under previous law, not its continued maintenance. It is replaced by the documentation requirement under Article 8 of the TJPG—which is broader in scope but flexible in form.

What will happen to our current directory?

Under Article 50 of the TJPG, corporations and limited liability companies must retain it for ten years from the date it takes effect, that is, until October 1, 2036. The previous law continues to apply to the retention of the associated supporting documents.

Can we simply continue using the old register?

As a file, yes; as content, no. The register under Article 697l of the Swiss Code of Obligations (OR) contained first and last names as well as the address. The TJPG additionally requires the date of birth and nationalities, replaces the address with the municipality, ZIP code, and country of residence, and requires information on the nature and scope of control. In addition, there are provisions that were not previously provided for under the existing law.

Is there a prescribed format for the documentation?

No. Article 8 of the TJPG requires that the information be documented, kept up to date, and made accessible in Switzerland at all times. How this is done is not specified. What matters is that the documentation is complete, up to date, and retrievable.

Will the share register remain in place?

Yes. The share register under Article 686 of the Swiss Code of Obligations (OR), the share register of a limited liability company (GmbH) under Article 790 OR, and the list of cooperative members under Article 837 OR are obligations under corporate law and are not affected by the TJPG. They record the holders of the shares, not the beneficial owners behind them.

What is the register of shareholders?

A separate obligation under Article 18 of the TJPG that applies only to legal entities governed by foreign law whose actual place of management is located in Switzerland. They must maintain a register of owners at the location of their actual place of management. This obligation is not new: According to the explanations provided by the Federal Department of Finance, Article 18 of the TJPG incorporates the previous provision of Article 22ibis of the Tax Administration Assistance Act. It does not apply to Swiss companies.

Who must have access to the documentation?

For stock corporations and limited liability companies (GmbH), the person who is authorized to represent the company under Article 718(4) or Article 814(3) of the Swiss Code of Obligations (OR) and who is domiciled in Switzerland. This is stipulated in Article 8(4) of the TJPG. Anyone who outsources administrative functions must actively arrange for this access.

What applies to the supporting documents for the old registry?

Article 50 of the TJPG expressly refers to the previous law in this regard. Under Article 697l(3) of the Swiss Code of Obligations (OR), the supporting documents underlying a registration were to be retained for ten years after the person’s removal from the registry. This period therefore continues to run for each person, regardless of the ten-year period for the registry itself.

Has your question been answered? Then check the group of individuals in the management tool against the new law.
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Legal Basis and Additional Sources

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)

Swiss Code of Obligations: Art. 686, 697j, 697l, 790, and 837 CO

More on this site: Evidence and Documents · What Data to Report · Reporting Changes · Frequently Asked Questions

Last updated: September 16, 2026.

The old list is a starting point, not a final result

Anyone who adopts the directory as is, in accordance with Art. 697l of the Swiss Code of Obligations (OR), is highly likely to submit an incomplete report. We review the group of individuals against the new law, complete the information, and organize the documentation so that it meets the requirements of Art. 8 of the Youth Protection Act (TJPG).

Launch Management Tool Re-examine the group of individuals