Sole Proprietorship and the Transparency Register
Your sole proprietorship is not subject to reporting requirements. It is not a separate legal entity, and the law provides an exhaustive list of the legal entities subject to these requirements. This issue becomes relevant to you at exactly one point: when the sole proprietorship becomes a GmbH or AG. In that case, a one-month deadline begins upon entry in the Commercial Register.
In a nutshell
- You are required to register yourself
- No
- Reason
- Not a legal entity under Art. 2
- Commercial register entry
- Does not change anything
- In the event of a conversion
- 1 month from the date of entry in the commercial register
- Then usually
- Simplified procedure
- As a party
- You personally, Art. 13 TJPG
- Control chain
- The sole proprietorship never appears
- AML Obligations
- Remain in effect
Why the sole proprietorship is not registered
Art. 2, para. 1, letter a of the TJPG provides an exhaustive list of the companies subject to its provisions: public limited company, limited partnership with share capital, limited liability company, cooperative, investment company with variable capital, investment company with fixed capital, and limited partnership for collective investment schemes. The sole proprietorship is not included on this list—and indeed, it could not be included.
The reason is straightforward: The entire law asks which natural person stands behind a legal entity. With a sole proprietorship, there is no “behind.” The owner personally holds all rights and obligations; the business name is the name under which this person conducts business, not a separate legal entity. There is no capital that anyone holds, and no voting rights that anyone exercises.
Partnerships are also not covered
The same reasoning applies to general partnerships, limited partnerships, and unincorporated partnerships. They, too, are not legal entities and are not included on the list.
Are you unsure whether your legal form is truly excluded? The detailed TJPG check clarifies this and provides a reasoned conclusion. A documented “not affected” status is valuable if a bank, a trustee, or a business partner inquires.
Three cases where it does affect you
The exemption applies to the sole proprietorship as such. It says nothing about the obligations that apply to you as an individual.
- You convert the sole proprietorship into a GmbH or AG. This is the most common scenario. Once the new company is entered in the commercial register, the reporting obligation takes effect—and the deadline is one month.
- You hold a controlling interest in an AG, GmbH, or cooperative. If your interest, alone or together with third parties, reaches a level that enables ultimate control, you are personally subject to the reporting obligation under Art. 13 TJPG with respect to that company. A small minority stake does not trigger this obligation. The fact that you carry the shares as business assets does not change this. If you control a company without holding a stake—for example, through a contract or a right of appointment—Article 14 of the TJPG applies instead: In that case, you must report directly to the company.
- You manage a trust as a trustee. This is a special case with its own regulations, which do not require a filing with the registry but instead entail identification and documentation obligations.
The case of a conversion
Sole proprietorships are regularly converted into GmbHs or AGs—due to liability considerations, succession planning, or because a partner joins the business. For the Transparency Register, this is the moment when your situation changes completely.
Legally speaking, “conversion” is a misnomer here: The Merger Act does not recognize conversion in the technical sense for sole proprietorships. Instead, a new company is formed into which the business is transferred. This is precisely why the transition periods for existing companies do not apply—rather, the deadline for new registrations applies.
The good news: in most cases, a confirmation is sufficient
If you remain the sole owner after the conversion, you may use the simplified notification procedure. Which option applies depends on the chosen legal form.
| New legal form | Basis | Requirements |
|---|---|---|
| LLC | Art. 35 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 repayment. |
| AG | Art. 36 TJPV | Additionally required: only a single shareholder, who must be registered in the Commercial Register as the sole member of the board of directors and the sole beneficial owner. |
In both cases, the simplification lies in the fact that the company need only confirm in the filing who the beneficial owner is. No further information about this person is required. For the standard single-member conversion, the effort involved is therefore minimal—provided you meet the deadline.
What Happens Before and After Registration
The order is more important than it seems: Two of the necessary steps require that the company already exist, and both take time. They therefore fall entirely within the one-month deadline.
- Before: Gather the following information: last name and first name, date of birth, nationalities, as well as municipality, ZIP code, and country of residence (Art. 10 TJPV). Determine whether an AHV number is available; if not, obtain a copy of an identification document.
- Beforehand: Clarify the procedure and signature Check whether the simplified procedure applies—a shareholders’ agreement, a special voting rights arrangement, or a fiduciary relationship precludes it. And clarify who is authorized to sign according to the registered signing authority; for the electronic version, this person needs a qualified electronic signature with a timestamp in accordance with ZertES, which requires advance preparation.
- Upon registration: the UID It is issued upon entry in the Commercial Register and is a prerequisite for using the platform (Art. 30 TJPV).
- After registration: the power of attorney The company receives the form for granting the power of attorney by mail (Art. 27 TJPV). Only then can the authorized persons register and authenticate themselves on the platform (Arts. 28 and 29 TJPV).
Details on the new legal form can be found under “Transparency Register for Limited Liability Companies (GmbH) and for Stock Corporations (AG).”
The one-month period begins on the date of entry, not when you have time; the power of attorney and authentication processes begin only after that and include the time required for mailing.
Launch Management ToolWhich deadlines apply to you
| Your situation | What to do | Deadline |
|---|---|---|
| Sole Proprietorship Without Equity Interests | Nothing. However, the results of the audit should still be documented. | — |
| Conversion into an LLC or stock corporation | Registration of the company with the Transparency Register (Art. 9 TJPG) | 1 month from the company’s entry in the Commercial Register |
| You hold a controlling interest | Notification of the beneficial owner to the company (Art. 13 TJPG) | 1 month from the date control is established; changes must also be reported within 1 month |
| Existing ownership interest, reported under previous law | Reconciliation with the new definition; submit additional information and supporting documents upon request (Art. 49 TJPG) | 1 month from the company’s request |
| You manage a trust and are not subject to the Anti-Money Laundering Act (GwG) | Identification and documentation pursuant to Articles 15 and 16 of the TJPG | Ongoing; retention for 5 years after the end of the term of office |
You can find all deadline schedules, including a calculator and deadline calendar, under the Transparency Register: By when must you report?
Document your eligibility, prepare for conversion
For sole proprietorships, the benefits lie in two areas: proving that you are not affected, and at the time of conversion.
- Check whether you are affected and document the reasons
- Prepare for the conversion before the deadline expires
- Arrange Power of Attorney and Platform Access
- Manage your own investments in one place
- Monitor monthly deadlines and threshold ranges
Details about your case
The sections above cover the standard cases. These points address specific scenarios.
Equity Interests in Business Assets: Why You Are Personally Reported—and Personally Liable.
Many sole proprietorships hold shares in other companies—such as an interest in the business premises through a real estate company, a stake in a joint sales LLC, or shares in a supplier. In these cases, the lack of legal personality leads to a result that surprises many.
This simplifies matters considerably for the company in question. For you, however, it also means that you are the direct recipient of the reporting obligation under Art. 13 TJPG. If your ownership interest reaches a level that enables you to exercise ultimate control over the company, you must report your first and last name, date of birth, nationality, address, and country of residence, as well as the nature and extent of your control—within one month of acquiring such control.
For existing holdings, the transitional provision of Art. 49 TJPG applies: Anyone who has complied with the previous reporting obligation under Art. 697j or 790a OR has already fulfilled the obligation under Art. 13(1) TJPG—provided that the persons reported at that time are still the beneficial owners under the new law. At the company’s request, you must submit any missing information and supporting documents within one month (Art. 49(2) TJPG).
Special Case: You Are Acting as a Trustee No filing with the registry, but identification and documentation are required.
Any natural person residing in Switzerland who administers a trust is subject to a separate provision. Under Art. 2(2) of the Anti-Money Laundering Act (TJPG), trustees domiciled or headquartered in Switzerland, as well as trustees who administer trusts in Switzerland, are subject to Articles 15 and 16 of the Act. Excluded are trustees subject to the Anti-Money Laundering Act—specifically, licensed and supervised providers.
Article 2(2) of the TJPG expressly refers only to Articles 15 and 16. This does not entail registration in the transparency register.
The beneficial owners of the trust must be identified, their identities verified with due diligence, the information documented, and retained for five years after the termination of the trustee’s role—and must be accessible at any time in Switzerland.
Pursuant to Art. 15(1) of the Swiss Trust Act (TJPG), the beneficial owners of a trust are the settlor, the trustee, the protector, the beneficiaries, and any other natural person who controls the trust directly, indirectly, or in any other manner.
No Reason to Choose the Legal Form Based on This: Why the TJPG Barely Matters When Choosing Between a Sole Proprietorship and a Limited Liability Company.
Now that it is clear that GmbHs and AGs must file reports, the question arises as to whether it is therefore worth sticking with a sole proprietorship. In our view, it is not.
For a single-member GmbH or AG, the initial registration is limited to a confirmation thanks to the simplified procedure. Afterward, there remains the obligation to update any changes within one month—which is manageable for a structure that remains unchanged for years. Weighing against this effort are the reasons why sole proprietorships are typically converted: limited liability, succession planning, bringing in partners, access to financing, and the separation of personal and business assets.
Conversely, the same applies: Anyone who remains a sole proprietor for valid reasons suffers no disadvantage and gains no additional advantage under the TJPG. The law should simply play no role in this decision.
What Won’t Change for You Bank procedures, the commercial register, and bookkeeping will remain as they are.
The TJPG regulates a registry. It does not eliminate other transparency requirements, and for sole proprietorships, it is precisely these that have a tangible impact.
The due diligence requirements under the Anti-Money Laundering Act and the banks’ codes of conduct remain in effect. Although Art. 23(2) of the TJPG allows financial intermediaries to rely on the registry entries, this does not help you because your sole proprietorship does not appear there. Your bank will therefore continue to make its own inquiries.
The registration requirement for annual sales of 100,000 Swiss francs or more, the formation of a business using a family name, and the accounting obligations remain governed by the Swiss Code of Obligations.
Frequently asked questions
Does my sole proprietorship have to report anything to the Transparency Register?
No. Article 2 of the Transparency Act (TJPG) provides an exhaustive list of the legal entities subject to its provisions, and sole proprietorships are not included. A sole proprietorship is not a separate legal entity: the owner personally holds all rights and obligations.
Does anything change if the sole proprietorship is registered in the Commercial Register?
No. Entry in the Commercial Register does not alter the legal nature of the sole proprietorship and does not give rise to a reporting obligation under the TJPG. Nor do accounting or value-added tax obligations play a role in this regard.
What happens if I convert my sole proprietorship into a GmbH?
The obligation to file arises upon the new company’s entry in the commercial register. According to Article 9(4) of the TJPG, the filing must be made within one month of this entry. Because you, as the sole shareholder, are a natural person and exercise control over the capital, you are generally eligible to use the simplified filing procedure under Article 35 of the TJPV.
I hold shares as part of the business assets of my sole proprietorship. How do I report this?
Legally, you do not hold the shares through the sole proprietorship; rather, you hold them personally—the sole proprietorship has no legal personality of its own. The company therefore reports you as a natural person with a direct interest. The sole proprietorship appears neither in the report nor in any chain of control.
Does this also apply to a general partnership?
Yes. General partnerships, limited partnerships, and unincorporated partnerships are not included in the list under Article 2 of the TJPG and are not subject to reporting requirements. They should not be confused with limited stock partnerships and limited partnerships for collective investment schemes—these two are expressly covered.
I am a trustee operating as a sole proprietorship. Does this apply to me?
Only if you manage a trust as a trustee. According to Article 2(2) of the TJPG, trustees domiciled or headquartered in Switzerland, as well as trustees who manage trusts in Switzerland, are subject to Articles 15 and 16 of the Act; trustees subject to the Anti-Money Laundering Act are exempt. This means there is no requirement to report to the registry, but rather an obligation to identify and document.
Will anything change regarding my banking relationship?
Not as a result of the TJPG. Your bank’s identification of the beneficial owner is based on the Anti-Money Laundering Act and the banks’ codes of conduct. Since your sole proprietorship does not appear in the transparency register at all, your bank cannot rely on it and will continue to ask you directly.
Is it worth staying with a sole proprietorship because of the TJPG?
Hardly as the sole argument. With a one-person GmbH or AG, the reporting requirement is limited to a confirmation thanks to the simplified procedure, and after that, the obligation remains to update any changes within one month. The choice of legal form should be based on liability, taxes, social security, and financing—not on this single reporting requirement.
Did you find the answer to your question? Then record your situation in 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)
- More on this site: Limited Liability Company (GmbH) · Corporation (Aktiengesellschaft) · Association and Foundation · Incorporation · Deadlines · Frequently Asked Questions
Last updated: September 16, 2026.
Are you planning a conversion?
In that case, you must file the report within one month of the entry in the commercial register. We’ll clarify in advance which procedure applies to you and what must be ready by the time of entry.