Switzerland’s New Transparency Register 2026: What Every Swiss AG and GmbH Must Do Before Autumn

In September 2025, the Swiss Federal Parliament adopted two landmark pieces of legislation that will affect every Swiss AG and GmbH operating today: the Federal Act on the Transparency of Legal Entities (TLEA) and a revised Anti-Money Laundering Act (AMLA). Both are expected to enter into force in autumn 2026. When they do, over 500,000 Swiss companies will be legally required to register their beneficial owners in a new federal transparency register – with fines of up to CHF 250,000 for non-compliance.

If your business is structured as an AG or GmbH in Switzerland, this regulation applies to you. This guide explains exactly what the TLEA requires, who qualifies as a beneficial owner, what information you must register, and the steps your SME should take before the autumn 2026 deadline.

What Is the Swiss Transparency Register?

The TLEA creates a central, non-public federal register of beneficial owners, administered electronically by the Federal Office of Justice (FOJ) through the EasyGov platform. Unlike public company registers (such as the Commercial Register), the Transparency Register is not accessible to the general public. Only specific authorities – including FINMA supervisors, self-regulatory organisations, the Swiss intelligence service, land registry offices, and financial intermediaries fulfilling AML due diligence obligations – may access it.

The purpose of the register is to close a significant gap in Switzerland’s anti-money laundering framework. Until now, Swiss law had no centralised mechanism to identify who ultimately owns or controls a company. The TLEA changes this fundamentally: every Swiss AG and GmbH must now maintain up-to-date records of their beneficial owners and report this information to the federal register.

Who Qualifies as a Beneficial Owner?

Under the TLEA, a beneficial owner is any natural person who directly or indirectly controls more than 25% of the shares, voting rights, or capital in a Swiss legal entity. This threshold aligns with FATF (Financial Action Task Force) international standards and mirrors the definition already used in Swiss AML practice.

In practical terms, for Swiss SMEs this typically means:

• Single-founder companies: The founder is the beneficial owner if they hold more than 25% of shares.
• Co-founder structures: Any co-founder holding more than 25% must be registered individually.
• Family-owned businesses: Each family member with a qualifying stake must be identified and registered.
• Holding structures: If a holding company controls your AG or GmbH, the natural persons behind the holding with more than 25% economic control must be identified and registered – not just the holding company itself.
• PE-backed or investor-held companies: Institutional investors holding more than 25% may require additional analysis to identify the natural persons ultimately in control.

If no single natural person meets the 25% threshold, the company must identify the individual(s) who exercise effective control through other means – for example, through shareholder agreements, board control rights, or contractual arrangements.

Which Swiss Companies Are Affected?

The TLEA applies to all Swiss AGs (Aktiengesellschaften) and GmbHs (Gesellschaften mit beschraenkter Haftung) registered in Switzerland. This covers the vast majority of Swiss SMEs: according to the Federal Office of Justice, more than 500,000 companies fall within scope.

Exemptions apply to companies whose shares are listed on a Swiss or equivalent foreign stock exchange, as their ownership structures are already publicly disclosed under securities law. Most SMEs, however, are privately held and therefore subject to the full registration requirement.

Additionally, the revised AMLA extends the scope of anti-money laundering obligations to a new category of advisers – defined as professionals who participate on behalf of third parties in financial transactions related to real estate, or the creation, management, or domiciliation of legal entities. If your business provides such services, you may also face new AML due diligence obligations under the revised Act.

What Information Must Be Registered?

For each beneficial owner, Swiss companies will be required to submit the following information to the Transparency Register via EasyGov:

• Full legal name
• Date of birth
• Nationality and country of residence
• Type and extent of controlling interest (e.g., 30% of shares, board control right)
• Home address

Companies must also keep their own internal records current and update the federal register promptly whenever ownership structures change. This means that a share transfer, new investor entry, or restructuring that affects beneficial ownership must trigger a register update – not just a Commercial Register notification.

Timeline: When Does This Apply?

The TLEA and revised AMLA are expected to enter into force in autumn 2026. The Federal Office of Justice is coordinating the EasyGov rollout in collaboration with SECO and other federal partners. Companies will have a transitional period to complete their initial registration once the register goes live, but the exact grace period has not yet been formally published.

Swiss SMEs should not wait for the formal go-live date to begin preparation. Identifying your beneficial owners now – particularly for complex holding structures, co-founder arrangements, or investor-held companies – requires internal analysis that takes time. Many SMEs will also need to update their shareholder registers, review investment agreements, and in some cases restructure ownership documentation before they can register accurately.

Key milestones to track:

• Autumn 2026: TLEA enters into force; EasyGov Transparency Register goes live
• Transitional period (TBC): Companies must complete initial registration
• Ongoing: Updates required within a defined timeframe following any ownership change

Penalties for Non-Compliance

The TLEA carries significant enforcement teeth. Companies that fail to register their beneficial owners, provide inaccurate information, or fail to update the register following an ownership change face administrative fines of up to CHF 250,000. In cases of intentional violation, criminal sanctions may also apply to the responsible individuals within the company.

For Swiss SMEs operating with lean finance teams – or relying solely on external fiduciaries for compliance – this is a meaningful risk. Unlike VAT penalties, which typically arise after a filing cycle, TLEA fines can be triggered by a single unreported ownership change.

5 Steps Swiss SMEs Should Take Now

You do not need to wait until autumn 2026 to prepare. The following steps can be completed today:

1. Map your current ownership structure. Identify every natural person holding more than 25% of shares, voting rights, or capital in your AG or GmbH. For holding structures, trace through each layer to the natural person level.
2. Review your shareholder register. Swiss law already requires AGs to maintain an up-to-date internal shareholder register. Ensure yours is current – the TLEA will require this data as the basis for registration.
3. Check for indirect control. Shareholder agreements, board appointment rights, and economic participation certificates can all create beneficial ownership at below-25% shareholding. Review these documents with your legal or CFO advisor.
4. Register on EasyGov. If your company is not yet active on EasyGov (Switzerland’s official online business portal), set up your account now. Registration will be processed through this platform when the register goes live.
5. Build an update process. Define internally who is responsible for notifying the Transparency Register when ownership changes – M&A transactions, new investor rounds, inheritance, or share transfers all trigger an update obligation.

At Scalemetrics, our corporate tax and compliance services include ongoing regulatory monitoring for Swiss SMEs, ensuring you are prepared for changes like the TLEA before they become enforcement risks. Our fractional CFO team can also coordinate ownership mapping and EasyGov readiness as part of your broader compliance calendar.

Frequently Asked Questions

Does the Transparency Register apply to sole proprietorships (Einzelfirmen)?

No. The TLEA applies specifically to AGs, GmbHs, and other legal entities with share capital. Sole proprietorships are not in scope, as ownership is by definition transparent.

Is the Transparency Register publicly accessible?

No. The register is non-public. Access is limited to specific authorities – FINMA supervisors, self-regulatory organisations, the intelligence service, land registries, and financial intermediaries carrying out AML due diligence. Clients, suppliers, and the general public cannot access it.

What if our company has no individual holding more than 25%?

If no single natural person meets the 25% threshold, the TLEA requires you to identify the person(s) who exercise effective control by other means. If no such person can be identified, senior management must be listed. You cannot leave the beneficial owner field blank.

How quickly must we update the register after an ownership change?

The exact notification period is subject to the implementing ordinance, which has not yet been finalised. Based on comparable European frameworks (EU 4th AML Directive), a period of 14-30 days is expected. SMEs should build this into their M&A and investment closing procedures.

Does the TLEA replace the existing obligation to maintain a shareholder register?

No. AGs must continue to maintain their internal shareholder register as required by the Swiss Code of Obligations (Art. 686 OR). The TLEA creates an additional obligation – reporting beneficial owners to the federal register. The two obligations run in parallel.