Transparency Register for Public Limited Companies
Every unlisted Swiss AG must identify, verify, document, and report its beneficial owners—and keep this information up to date at all times. This page explains what applies to your AG and shows how you can fulfill these obligations using our software instead of maintaining records manually.
Your corporation at a glance
- Subject to Reporting Requirements
- Yes, with a few exceptions
- Threshold
- 25% of capital or voting rights
- Fallback Rule
- Highest-ranking member of the governing body
- Existing AG
- 3 or 5 months, otherwise 2 years
- New AG
- 1 month from HR registration
- Single-shareholder stock corporation
- Simplified procedure possible
- Thereafter
- Ongoing obligation to update
- Register
- Not public
Is your corporation affected?
The stock corporation ranks first among the legal entities subject to the law (Art. 2, para. 1, letter a, item 1 TJPG). There are no exceptions based on size, revenue, or purpose: The requirement applies equally to a single-member stock corporation with a single mandate and to an industrial holding company.
Unlisted AGs with their registered office in Switzerland, including holding companies, real estate companies, and management companies, as well as AGs that are subsidiaries of a foreign group.
Companies whose equity interests are listed on a stock exchange in whole or in part. This also includes subsidiaries that are more than 75 percent owned, directly or indirectly, by such listed companies, and legal entities in which at least 75 percent of the equity interests are held, directly or indirectly, by public entities.
The subsidiary exception is often overlooked: A Swiss AG that is part of a group controlled by a listed parent company may be entirely exempt from the law. If, however, the listed company’s stake is between 25 and 75 percent, the exception does not apply. For this portion, however, the administrative burden is significantly reduced: Only information regarding the listed company itself needs to be obtained—company name, legal form, municipality, ZIP code, and country of domicile, as well as the UID—along with the name, domicile, and country of domicile of the stock exchange (Art. 16 in conjunction with Art. 11 TJPV).
Unsure which scenario applies to you? The detailed TJPG Check reviews the grounds for exemption based on your ownership structure and documents the result with justification—even a “not applicable” finding must be substantiated if the supervisory authority requests it.
Who is the beneficial owner of a public limited company (AG)?
A beneficial owner is any natural person who ultimately controls the company. The TJPG recognizes four categories for this purpose. They are listed side by side, not in any particular order: Each must be examined individually.
At least 25 percent of the capital or voting rights, held without any intervening natural person, legal entity, or trust.
More than 50 percent of one or more intermediate legal entities, which in turn hold, directly or indirectly, at least 25 percent of the company. The percentages are not multiplied together.
Any person who coordinates their conduct with third parties to exercise control—through a stake or by other means.
Any person who has the right or the actual ability to appoint or remove more than half of the members of the board of directors; to exercise a veto on resolutions concerning changes to the company’s purpose, the election of management, changes to and expansions of the corporate strategy, budgets, and investment planning, or financing through equity and debt capital; or to bring about decisions that result in profit distributions or other dispositions of assets. This is exercised, in particular, through shareholder agreements, capital instruments such as options, convertible bonds, or participating loans, provisions in the articles of incorporation or articles of association, statutory or permanently established agency relationships, fiduciary relationships, and relationships between related parties.
A note on the concept of capital in a public limited company (AG): Capital and voting rights are two separate thresholds, and it is sufficient if one of them is met. Anyone who holds 10 percent of the capital but 50 percent of the voting rights is a beneficial owner. In the case of voting shares under Art. 693 of the Swiss Code of Obligations (OR), the two values diverge and must be examined separately. According to prevailing opinion, participation capital is also included in the capital threshold, whereas participation certificates are not considered for the voting threshold due to their lack of voting rights; the TJPG and TJPV do not expressly regulate this point.
Having to examine four categories separately is the most common source of error. The tool calculates capital and voting shares separately and identifies each person by control type and threshold range.
Launch Management ToolWhat information must be reported
The ordinance specifies what information the company must obtain and report for each beneficial owner (Art. 10 TJPV): last name and first name, date of birth, nationalities, as well as municipality, ZIP code, and country of residence. In addition, information regarding the nature and extent of control must be provided. A complete street address is not submitted to the registry.
Type of verification: three pieces of information per person
For each beneficial owner, it must be determined whether control is exercised alone or in concert, directly or indirectly, and through ownership or by other means (Art. 12 TJPV). These three criteria are reported in combination.
Scope: Ranges instead of exact percentages
The scope is not reported to the decimal place but in three ranges (Art. 13 TJPV):
| Band | Meaning |
|---|---|
| ≥ 25% and ≤ 50% | Controlling minority interest up to half |
| > 50% and ≤ 75% | Simple majority |
| > 75 % | Qualified majority |
Two rules to note: In the case of joint agreement, the threshold applies to the total jointly held stake, not to the individual stake of each person. And in the case of indirect control, the size of the direct stake in your corporation must be reported—that is, the percentage held by the intermediary company, not the calculated percentage of the person behind it. In cases of control exercised in other ways, a description of how control is exercised must be provided; a statement of the percentage is not required. If control is also based on a determinable stake, the threshold range must also be specified (Art. 14 TJPV).
When the chain of control must be disclosed
Not every structure must be disclosed. Information about the chain of control must be obtained and reported only if one of the following conditions is met (Art. 15 TJPV): The chain includes at least two intermediate persons, legal entities, or trusts; it includes a trust or a fiduciary relationship; or restrictive measures have been imposed against one of the beneficial owners under the Embargo Act or the Act on Frozen Assets of Politically Exposed Persons. Thus, a single intermediate holding company does not trigger the disclosure requirement—a fiduciary relationship, on the other hand, does.
You can find worked-out examples of chains, arrangements, and fiduciary relationships under “Who Is the Beneficial Owner?”
The same definition applies to limited liability companies (GmbH), but a broader, simplified procedure is in place: Transparency Register for GmbHs.
Deadlines for public limited companies (AG)
The law takes effect on October 1, 2026. The deadline that applies to your company depends on whether the beneficial owners are already listed in the commercial register and whether the AG undergoes a regular audit.
| Situation | Deadline | Effective Date |
|---|---|---|
| All beneficial owners are registered in the commercial register as shareholders or as members of the executive body | 2 years after entry into force | October 1, 2028 |
| Other public limited companies subject to mandatory regular audits | 3 months after entry into force | January 1, 2027 |
| Other public limited companies that do not meet the requirements for a statutory audit | 5 months after entry into force | March 1, 2027 |
| First amendment to the commercial register entry after entry into force—if earlier | 1 month from this entry | ongoing |
| A corporation is newly established after October 1, 2026 | 1 month from the date of entry in the commercial register | ongoing |
| Change to a fact entered in the transparency register | 1 month from the date of becoming aware | ongoing |
The first line describes the standard procedure for small companies with straightforward circumstances and allows for a two-year period. However, as soon as a change is entered in the commercial register—such as a change in the board of directors, a new address, or an amendment to the articles of incorporation—a one-month deadline begins to run from the date of that entry. Thus, a seemingly minor administrative act can significantly accelerate the reporting requirement.
The cantonal commercial registry offices notify companies of this reporting obligation when such a change occurs (Art. 52(1) TJPG). After the one-month period has expired—but no earlier than six months after the change takes effect—the registry authority reviews on its own initiative whether a report has been filed and notifies non-compliant companies of the consequences (Art. 52(2) TJPG). For legal entities governed by foreign law, a uniform six-month deadline applies (Art. 53 TJPG).
Not every change is subject to reporting
The ongoing reporting requirements are more limited than they initially appear. A change in an equity interest must be reported only if it causes the percentage to exceed or fall below a threshold (Art. 39(3) TJPV): A shift from 30 to 40 percent remains within the same range and does not trigger any reporting requirement, whereas an increase from 45 to 60 percent does.
The reporting requirement is entirely waived for changes to the company name, legal form, registered office, and ZIP code of the domicile address in the Commercial Register, as well as for name changes resulting from a change in civil status—the registering authority itself retrieves this information from the Commercial Register and the Central Database of Persons (Art. 39(4) and Art. 40 TJPV).
You can find all deadline schedules, including a calculator and deadline calendar, under “Transparency Register Deadlines: By When Must You Report?”
The initial report is a one-time task; keeping the information up to date is an ongoing responsibility. The tool monitors the thresholds, issues warnings when thresholds are exceeded, and sends reminders about the monthly deadline.
Launch Management ToolFulfill obligations instead of managing them manually
The initial report can be completed manually with some effort. What comes after is not: ten years of documentation, ongoing updates, and responsibility resting with the highest governing body.
- Tracking ownership chains across multiple levels
- Analyze capital and voting shares separately
- Collect information from shareholders in a structured manner
- Document supporting documents and audit steps for ten years
- Monitor threshold ranges and monthly deadlines
Details about your case
The sections above cover the standard case. These points address specific scenarios and obligations in the process.
Typical Shareholder Structures: Nine Structures and Who Is Reported Within Them.
| Structure | Beneficial owner | What to Look Out For |
|---|---|---|
| Single-Shareholder AG, 100% | The sole shareholder | Reporting required; if the sole shareholder is also the sole member of the board of directors, the simplified procedure applies. |
| Two shareholders, each holding 50% | Both individuals | Both reach the threshold; the 25–50% range is reported for each. |
| Four shareholders, each with 25% | All four individuals | The threshold is “at least 25 percent” and has therefore been met. |
| Five shareholders, each with 20% | No one has disclosed a stake; therefore, the highest-ranking member of the governing body applies by default | First, determine whether multiple shareholders are acting in concert or whether someone else exercises control in some other way. |
| A holding company owns 40% of the corporation; one person owns 100% of the holding company | This person | A stake of over 50% in the holding company constitutes indirect control. The reported stake is 40%—the holding company’s stake in your corporation. |
| One individual owns 100% of each of two companies, which in turn own 10% and 20% | This person | Horizontal chain of control: The holdings are added together and total 30%. |
| Three individuals each hold 33% of a company that holds 30% of your corporation | None of them; therefore, the highest-ranking member of the governing body is responsible on a subsidiary basis | At the second level, the threshold is more than 50 percent; 33% is not sufficient. |
| Voting shares | Whoever reaches the voting threshold | Report the capital and voting shares separately and verify both. |
| Shares held in trust | The client | The type of control is an indirect ownership interest. The trustee is not the beneficial owner but must be reported as part of the chain of control. |
Simplified Procedure for Single-Member Corporations: Four Requirements, and What Applies If They Are Not Met.
Art. 36 TJPV provides for a separate, significantly shorter procedure for single-member AGs. The procedure applies if all four requirements are met: The company has only one shareholder, who is a natural person; this person is registered in the Commercial Register as the sole member of the board of directors; this person is the sole beneficial owner; and the AG is neither in liquidation nor in bankruptcy nor under a stay of debt enforcement.
The simplification lies in the fact that, in the report, the company need only confirm that the sole shareholder is the beneficial owner. No further information regarding the beneficial owner is required.
The requirements must be met at the time of the filing. If they are no longer met later on—because a second person acquires shares, another board member is registered, or someone gains control in some other way—the simplified procedure is no longer available for the next filing, and the company must file in accordance with the standard rules.
The Company’s Three Obligations: Identify, Document, Report—and What Applies in the Absence of Cooperation.
- Identify and Verify (Art. 7 TJPG) The company obtains personal details as well as information regarding the nature and extent of control. It verifies the identity with the due diligence required by the circumstances and requests supporting documentation from shareholders, beneficial owners, or third parties.
- Documenting and Retaining (Art. 8 TJPG) The information must be documented, kept up to date, and made accessible in Switzerland at all times. If identification or verification is unsuccessful, this must also be documented—along with the steps taken. Information and supporting documents must be retained for ten years after the person in question has ceased to hold that status.
- Reporting (Art. 9 TJPG) The information provided must include the person’s details as well as the nature and scope of the review. The company must also report information about itself and about the person making the report (Art. 19 TJPV).
A specific provision for public limited companies (AG) is found in Art. 8(4) of the TJPG: The person who is authorized to represent the company under Art. 718(4) of the Swiss Code of Obligations (OR) and who is domiciled in Switzerland must have access to the documented information. Anyone who outsources administrative functions must ensure this access through organizational measures.
Two Ways to File a Report: Electronic Platform or Commercial Registry Office—and What Is Required for Access.
The standard procedure. The filing is submitted via the federal government’s electronic platform in accordance with the Business Relief Act (Art. 26 TJPV) to the register maintained by the Federal Office of Justice.
If the company is already having a fact entered in the Commercial Register, it may instead file the report with the cantonal Commercial Register Office—provided that it confirms that the beneficial owners are listed in the Commercial Register as shareholders or as members of a governing body and that there are no others. The office then calculates the extent of the ownership interest itself based on the registered information (Art. 38 TJPV). The information submitted is not public within the meaning of Art. 936 OR.
What you need to prepare for access. Access to the platform is not automatic and requires advance preparation:
- The company must authorize at least one person in writing. The form is sent by mail (Art. 27 TJPV).
- For companies registered in the Commercial Register, the power of attorney must be signed in accordance with the registered signing authority—by hand on paper, or electronically with a qualified electronic signature and a timestamp in accordance with ZertES.
- The authorized persons must register and authenticate themselves; identity verification is based on a passport, an identity card, or a foreigner’s identity card (Art. 28 and 29 TJPV).
- The company must have a UID (Art. 30 TJPV).
The senior member of the executive body is responsible for the filing (Art. 12(1) TJPG). This task may be expressly delegated to other persons within the company or to third parties (Art. 12(2) TJPG)—but responsibility for proper execution remains with the company. For the board of directors, this means: Outsourcing is permitted, but it is only sensible if accompanied by verifiable documentation.
Most initial reports fail due to issues with power of attorney and authentication. We handle the preparation and guide you through the process.
Launch Management Tool What Shareholders Must Report Themselves Shareholders have a reporting obligation within one month—to the company.
The obligation does not rest solely with the company. Anyone who, alone or jointly with third parties, holds shares in an amount that enables ultimate control must report the beneficial owner to the company (Art. 13(1) TJPG). The required information includes last name and first name, date of birth, nationality, address, and country of residence, as well as the nature and extent of control. Therefore, the full address must be disclosed to the company, even though only the municipality of residence is subsequently entered in the register. The same requirements apply to the nature and extent of control as those applicable to the company (Art. 25 TJPV). The report must be submitted within one month of the establishment of control, and any changes must also be reported within one month.
At the same time, the beneficial owner is personally subject to a reporting obligation if they exercise control in another manner or through a chain of control: they must report directly to the company (Art. 14 TJPG). Third parties involved in the chain of control must also cooperate in the verification process.
In practice, this means: You should stipulate these reporting obligations in the shareholders’ agreement or in a set of regulations; otherwise, the company’s deadline will depend on the cooperation of individuals over whom the board of directors has no direct control.
Consequences of inaction: Fines, suspension of shareholder rights, ex officio registration.
The obligation arises directly from the law, not only upon a request from the authorities. The consequences of a violation go well beyond the known amount of the fine.
| Legal basis | Consequence |
|---|---|
| Art. 43 TJPG | Fines of up to CHF 500,000 for intentional violations of the reporting obligations under Articles 9–11, 13, or 14, 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 voting and property rights of the affected shareholders in the event of repeated violations |
| Art. 38(3) TJPG | An order for dissolution and liquidation in accordance with the provisions governing bankruptcy, if the company also clearly no longer engages in any business activities or possesses any realizable assets |
| Art. 33(4) TJPG | Registration ex officio if no notification has been filed by the deadline |
| Art. 45(4) TJPG | Statute of limitations for criminal prosecution begins only after seven years |
Behind the scenes, the registry authority assigns each legal entity to a risk category—high, medium, or low (Art. 64 TJPV). An entry in the registry results in at least a “medium risk” classification. The risk analysis takes into account, among other factors, the legal form and country of incorporation, the nationality and residence of the beneficial owners, the nature of control, and the existence of fiduciary relationships and trusts. The supervisory authority prioritizes its audits accordingly.
What happens to the existing FATF directory Retain for ten years, do not continue updating it—and verify consistency.
The existing provisions of the Swiss Code of Obligations regarding the reporting of beneficial owners and the internal company register will be repealed upon the entry into force of the TJPG. For public limited companies (AG) and limited liability companies (GmbH), the following applies: The register created under previous law must be retained for ten years after the Act enters into force; for supporting documents, the retention period is governed by previous law (Art. 50 TJPG). Retention does not mean continued maintenance.
The share register under Art. 686 of the Swiss Code of Obligations remains unaffected and must be maintained unchanged.
Article 49 of the TJPG provides a simplification: Shareholders who have complied with their previous reporting obligation are deemed to have fulfilled the requirement under Article 13(1) of the TJPG—but only to the extent that the persons reported at that time are also the beneficial owners under the new law. Because the new definition differs from the previous one, this correspondence is by no means a given. The company may request the information and supporting documents necessary for verification pursuant to Art. 13(4) TJPG; shareholders must submit them within one month (Art. 49(2) TJPG).
Frequently Asked Questions About Public Limited Companies (AG)
Is every Swiss AG affected?
In principle, yes. Exceptions, pursuant to Article 3 of the TJPG, include listed companies, subsidiaries in which listed companies hold more than 75 percent of the shares, and legal entities in which at least 75 percent of the ownership rights are held by public authorities.
What applies to a single-member AG?
Article 36 of the TJPV provides for a simplified reporting procedure for such companies. The prerequisites are that there is only one shareholder, that this person is a natural person and is registered in the commercial register as the sole member of the board of directors, that this person is the sole beneficial owner, and that the company is neither in liquidation nor in bankruptcy nor under a debt moratorium.
We have four shareholders, each holding 25 percent. Who should be reported?
All four, because the threshold is at least 25 percent and is therefore met. For each person, the range from at least 25 to at most 50 percent is reported, not the exact value.
Do we have to report every change in the shareholder structure?
No. According to Article 39(3) of the TJPV, a change in shareholding must only be reported if it causes the percentage to exceed or fall below a threshold. A shift from 30 to 40 percent remains within the same range and does not trigger a report, whereas an increase from 45 to 60 percent does.
Who is considered the highest-ranking member of the governing body?
According to Article 20(3) of the TJPV, it is the chairperson of the executive board if the company has a separate executive body; otherwise, it is the chairperson of the board of directors. In the event of liquidation, the liquidator assumes this role; in the event of a stay of debt enforcement, the trustee does. If multiple persons hold this position simultaneously, all must be reported.
Does the notification replace the share register?
No. The share register under Article 686 of the Swiss Code of Obligations (OR) must continue to be maintained as before. The provisions regarding the FATF register are repealed; this register must still be retained for ten years in accordance with Article 50 of the Swiss Act on the Retention of Data (TJPG).
Can competitors or business partners view our shareholders?
No. The transparency register is not public. Only the entities listed in Articles 25 through 27 of the Anti-Money Laundering Act (TJPG)—such as law enforcement agencies, the Money Laundering Reporting Office, and financial intermediaries in the course of their due diligence obligations—have online access.
Can we outsource the identification and maintenance of this information?
Yes. Article 12(2) of the TJPG expressly permits the delegation of reporting obligations to other individuals within the company or to third parties. Responsibility for proper execution remains with the highest-ranking member of the governing body, which is why clear documentation of the process is crucial.
Has your question been answered? Then submit the report directly 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: List of Beneficial Owners · Responsibilities of the Board of Directors · What Data to Report · Limited Liability Company (GmbH) · Cooperative · Branch Office · Investment Companies · Holding Company · Deadlines · Beneficial Owners · Frequently Asked Questions
This page was last updated on September 15, 2026.
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