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A new legal framework for transparency in Switzerland
As part of efforts to strengthen the fight against money laundering and terrorist financing, the Swiss Parliament adopted, on 26 September 2025, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (FTLE), together with a partial revision of the Anti‑Money Laundering Act (AMLA).
These reforms are part of an international context marked by growing demands for transparency of legal structures, driven by the Financial Action Task Force (FATF), the OECD and the European Union. Switzerland, keen to preserve the credibility and integrity of its economic and financial centre, is therefore adapting its legal framework to meet international standards while considering the specificities of Swiss corporate law.
These two legislative texts introduce a new federal transparency register and extend, for certain activities, the obligations applicable to professionals in audit, advisory and legal services. This article focuses exclusively on this new federal transparency register.
While the principles of beneficial ownership transparency are not entirely new under Swiss law – for non‑listed companies limited by shares that are already required to maintain a register of their direct shareholders – the creation of a centralized register represents a major structural change, both for companies and for their governing bodies and business partners.
The operational entry into force of the transparency registers and the new obligations is scheduled for mid‑2026, according to a timetable to be specified by the Federal Council. Existing companies are expected to benefit from a transitional regime, while newly incorporated entities will, in principle, be subject to shorter notification deadlines as from their registration in the commercial register.
This transitional period provides companies with an opportunity to anticipate their obligations, avoid last‑minute measures and limit the risk of non‑compliance when the new regime enters into force.
What is the transparency register?
The transparency register is a centralized federal register designed to identify the beneficial owners of legal entities.
Its purpose is to enable the competent authorities to quickly access reliable information on the natural persons who ultimately exercise effective control over a legal entity.
The objective pursued is twofold: on the one hand, to strengthen the effectiveness of authorities in preventing and detecting financial crime, and on the other hand, to increase transparency of sometimes complex legal structures, particularly in cross‑border contexts or within international groups.
The register is not public. It is managed by the Federal Department of Justice and Police (FDJP) and is accessible only to competent authorities and persons subject to the AMLA, strictly within the scope of their legal obligations.
This restricted access seeks to strike a balance between transparency requirements and the protection of personal data and privacy.
A supervisory body will be responsible for verifying the accuracy of the information declared. The practical modalities of these controls, as well as the scope of the verifications, will be specified in implementing ordinances.
Which entities are concerned?
In principle, entities required to register include companies limited by shares (SA), limited liability companies (Sà rl), cooperatives, and Swiss‑law SICAVs and SICAFs.
Certain foreign entities with a sufficient connection to Switzerland are also covered, through the existence of:
- a branch,
- an effective place of management, or
- real estate located in Switzerland.
This extension aims to prevent the use of non‑Swiss structures to circumvent transparency rules where these entities carry out significant economic activity in Switzerland.
Listed companies and their majority‑owned subsidiaries are excluded from the scope, as are foundations, associations and partnerships (simple partnership, general partnership and limited partnership).
These exclusions are since such entities are already subject to specific transparency requirements or present, due to their structure, a lower risk in light of the objectives pursued by the FTLE.
Who is considered a beneficial owner?
The concept of beneficial owner is based on effective control, and not solely on formal ownership interests. This is the main complexity of the register.
In principle, a beneficial owner is any natural person who:
- directly or indirectly holds at least 25% of the capital or voting rights, or
- exercises control through other means, such as veto rights, voting agreements, de facto influence or fiduciary structures.
In practice, this definition requires a detailed analysis of ownership and governance structures, including beyond the shareholders recorded in the commercial register for a SÃ rl or in the share register for a SA.
In certain situations, several beneficial owners may be identified for the same entity. Conversely, in other cases, no participation threshold may be clearly met, making the analysis more complex.
What are the obligations for companies and their shareholders?
The companies concerned must:
- identify their beneficial owners,
- collect and retain the required information,
- declare this information to the transparency register, and
- ensure that it is kept up to date in the event of any change, within the statutory deadlines.
The information to be reported will include:
- the full identity of the beneficial owners (surname, first name, date of birth, nationality),
- the nature and extent of the control exercised.
The quality and reliability of the information submitted are of particular importance, as they may later be used in administrative or criminal proceedings.
Shareholders and beneficial owners must, for their part, proactively notify the company of their status once the legal criteria are met.
The board of directors remains responsible for compliance with these obligations, including the correct identification of beneficial owners and the updating of information, even where certain operational tasks are delegated to third parties.
This increased responsibility strengthens the supervisory role of the board of directors and requires appropriate documentation of the steps taken.
Any change in the ownership or control structure – such as the entry or exit of a significant shareholder, a group restructuring or the implementation of voting arrangements – must result in an update of the information submitted to the register.
What are the risks in case of non‑compliance?
The FTLE provides for administrative and criminal sanctions in the event of breaches of notification, updating or cooperation obligations. Although these obligations are incumbent on the company, sanctions may target the natural persons responsible for their implementation within the entity (i.e. the board of directors), as the bodies responsible for the notification. In cases of intentional misconduct, significant fines may be imposed.
Beyond sanctions, non‑compliance may entail reputational and operational consequences, in particular:
- during regulatory inspections,
- in the context of transactions or restructurings,
- when seeking financing, or
- in relationships with partners subject to the AMLA.
How to prepare in practice?
It is recommended to:
- map the ownership and control structure at an early stage,
- identify beneficial owners in accordance with the statutory criteria,
- implement internal procedures for the collection and updating of information.
Even though certain practical aspects will still depend on implementing ordinances, a preliminary analysis makes it possible to anticipate upcoming obligations and limit the risk of non‑compliance.
Specialized support may also prove valuable to secure the analysis, formalize internal processes and ensure compliant implementation tailored to the specific characteristics of each company.
