Simple partnership and the transparency register
The simple partnership is not subject to the reporting obligation. For the TJPG, it is nevertheless more important than its name suggests: voting pools, shareholders’ agreements and consortia are often simple partnerships – and they can result in several persons jointly reaching the 25 percent threshold even though none of them is above it alone.
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In brief
- Subject to reporting
- No
- Reason
- Not listed in Art. 2 TJPG
- Legal personality
- None
- Commercial register
- No entry possible
- Typical cases
- Pool, shareholders’ agreement, consortium
- Acting in concert
- Shares are added together
- Shares held
- Belong to the partners jointly
- Conversion
- Not under the Merger Act
Why the simple partnership does not report
Art. 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation: stock corporation, partnership limited by shares, GmbH, cooperative, SICAV, SICAF and limited partnership for collective investment. The simple partnership is not on it.
Under Art. 530 CO, it is the contractual association of two or more persons for the achievement of a common purpose with common efforts or means – and this whenever the requirements of another form of company governed by law are not met. It has no legal personality and cannot be entered in the commercial register. It can come into being without any formality and even tacitly, without the parties being aware of it.
Where it becomes decisive in the TJPG: pools and shareholders’ agreements
Under Art. 4 TJPG, a beneficial owner is anyone who holds at least 25 percent of the capital or votes – «alone or in concert with third parties». These few words make the simple partnership relevant.
How shareholders’ agreements affect the individual legal forms is explained on the pages on the stock corporation and the GmbH.
The report is made by the company whose shareholders are bound. With the Management Tool, it records its holding and capital data and has the beneficial owners identified in accordance with the rules of the TJPV.
When the simple partnership holds shares
Because the simple partnership has no legal personality, assets acquired for it belong, under Art. 544 para. 1 CO, to the partners jointly in accordance with the partnership agreement – as joint ownership, unless otherwise agreed. This also applies to shares and members’ shares.
Partners in a simple partnership can also be legal entities. The chain then continues through these companies, and where there are at least two interposed legal units, the chain of control must be disclosed under Art. 15 para. 1 let. a TJPV.
Consortia and joint ventures
If several undertakings join forces for a construction project, a financing or a contract, a simple partnership often comes into being – a consortium or a joint venture. It does not report. The participating undertakings report their own beneficial owners, in so far as they are themselves subject to the reporting obligation. Participation in the consortium does not change who those persons are.
When the simple partnership becomes something more
Unlike the general partnership and the limited partnership, the simple partnership cannot convert into a GmbH or AG under the Merger Act. If the partners want a company limited by shares or a GmbH, they form it anew and, where applicable, contribute assets to it.
One particular point must be noted: if the partners jointly operate a commercial business under a common business name, the requirements of a general partnership may be met, depending on the circumstances. Under Art. 530 para. 2 CO, the partnership is then no longer a simple partnership. This does not make it subject to the reporting obligation – more on the page on the general partnership.
The deadline begins after formation. With the Management Tool, you record the new company, have the beneficial owners identified and submit the report – with your power of attorney or yourself via the electronic platform of the Confederation.
What remains nevertheless
If a consortium or another simple partnership opens an account, the bank establishes the beneficial owners under the Anti-Money Laundering Act. These due diligence obligations apply independently of the transparency register. For more details, see TJPG and the Anti-Money Laundering Act.
Frequently asked questions
Does a simple partnership have to report to the transparency register?
No. Article 2 para. 1 let. a TJPG lists the companies subject to the reporting obligation, and the simple partnership is not among them. It has no legal personality and cannot be entered in the commercial register.
Is a shareholders’ agreement a simple partnership?
Often, but not always – the classification is disputed in legal doctrine and depends on the individual case. For the TJPG, it is not decisive. What matters is whether the parties coordinate their conduct in order to exercise control; in that case they are acting in concert under Article 4 TJPV.
Are the shares of pool members added together?
Yes, if they act in concert. Under Article 4 TJPG, it is sufficient that someone reaches the 25 percent threshold in concert with third parties. Three shareholders with 15 percent each who cast their votes uniformly jointly hold 45 percent.
Who is reported in the case of a pool?
Every natural person who reaches the threshold jointly with the others and coordinates their conduct in order to exercise control. Under Article 13 para. 2 TJPV, the extent is the share held jointly, not the individual holding.
What applies if the simple partnership itself holds shares?
Under Article 544 CO, the shares belong to the partners jointly. On our reading, they are therefore jointly the shareholders and must, under Article 13 TJPG, report the beneficial owners to the company if their shares together enable control.
Does a construction consortium have to report?
No. A consortium or joint venture is as a rule a simple partnership and is not subject to the reporting obligation. The participating undertakings report their own beneficial owners, in so far as they are themselves subject to the reporting obligation.
What applies if the partners form a GmbH?
A conversion under the Merger Act is not possible; the GmbH is newly formed. It reports within one month of entry in the commercial register and may, subject to the requirements of Articles 35 and 37 TJPV, use the simplified procedure via the commercial register office.
Does the bank still ask about beneficial owners?
Yes. The due diligence obligations under the Anti-Money Laundering Act apply independently of the transparency register, including for an account of a simple partnership.
To the full FAQ · General partnership · Limited partnership
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, and Art. 530 et seq. CO. Last updated: .
Not subject to reporting – but often the reason for a report
If shareholders of your company are linked by a pool or a voting agreement, this can widen the circle of beneficial owners. The check helps you assess whether and where you are affected.