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

<!– geo-tldr –> Quick Answer: Switzerland's new Transparency Register (TLEA) enters force autumn 2026. Every Swiss AG and GmbH must register beneficial owners or face CHF 250,000 fines. SME action guide. <!– /geo-tldr –>

In September 2025, the Swiss Federal Parliament passed two pieces of legislation that will change how every AG and GmbH operates: the Federal Act on the Transparency of Legal Entities (TLEA) and a revised Anti-Money Laundering Act (AMLA). Both take effect in autumn 2026. Once they do, more than 500,000 Swiss companies must register their beneficial owners in a new federal transparency register. Fail to comply and fines reach CHF 250,000.

If your company is structured as an AG or GmbH in Switzerland, this law covers you directly. What follows is a plain-language breakdown of what the TLEA demands, who counts as a beneficial owner, what data you must submit, and the steps every Swiss SME should take before the autumn 2026 deadline.

What Is the Swiss Transparency Register?

The TLEA establishes a central, non-public federal register of beneficial owners, administered electronically by the Federal Office of Justice (FOJ) through the EasyGov platform. Think of it as the opposite of the Commercial Register: it is not visible to the public. Only a narrow set of authorities can access it – FINMA supervisors, self-regulatory organisations, the Swiss intelligence service, land registry offices, and financial intermediaries fulfilling AML due diligence obligations. Clients, suppliers, and competitors see nothing.

The register exists to close a genuine gap in Switzerland's anti-money laundering framework. Before the TLEA, Swiss law had no centralised mechanism for identifying who ultimately owns or controls a company. That changes now: every Swiss AG and GmbH must maintain current 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 of a Swiss legal entity. The 25% threshold matches FATF (Financial Action Task Force) international standards and is consistent with the definition already used in Swiss AML practice.

For Swiss SMEs, that means different things depending on structure:

• Single-founder companies: The founder qualifies as 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 separately.
• Holding structures: If a holding company controls your AG or GmbH, the natural persons behind that holding with more than 25% economic control must be identified and registered – not the holding company itself.
• PE-backed or investor-held companies: Institutional investors above 25% may require additional analysis to trace back to the natural persons ultimately in control.

Here is where it gets more nuanced. If no single natural person crosses the 25% threshold, the company must still identify whoever exercises effective control through other means – shareholder agreements, board appointment rights, or contractual arrangements, for example. The register cannot be left blank.

Which Swiss Companies Are Affected?

The TLEA covers all Swiss AGs (Aktiengesellschaften) and GmbHs (Gesellschaften mit beschraenkter Haftung) registered in Switzerland. According to the Federal Office of Justice, that is more than 500,000 companies – the vast majority of Swiss SMEs.

Listed companies are exempt. If your shares are traded on a Swiss or equivalent foreign stock exchange, your ownership is already publicly disclosed under securities law, so the TLEA registration requirement does not apply. Most SMEs are privately held, which means the full obligation applies.

One additional change worth noting: the revised AMLA extends AML obligations to a new category of advisers – 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 any of those services, new AML due diligence requirements may apply to you as well under the revised Act.

What Information Must Be Registered?

For each beneficial owner, companies must submit the following data to the Transparency Register via EasyGov:

• Full legal name
• Date of birth
• Nationality and country of residence
• Type and extent of controlling interest (for example, 30% of shares, or a board control right)
• Home address

That is the initial filing. But the obligation is ongoing. Companies must keep their internal records current and update the federal register promptly whenever ownership changes. A share transfer, a new investor entering the cap table, or any restructuring that affects beneficial ownership triggers a register update – not just a Commercial Register notification.

Timeline: When Does This Apply?

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

Do not wait for the official go-live date to start. Identifying beneficial owners for complex holding structures, co-founder arrangements, or investor-held companies requires internal analysis that takes real time. Many SMEs will also need to update shareholder registers, revisit investment agreements, and in some cases correct ownership documentation before an accurate registration is possible.

Three milestones to keep on your calendar:

• 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 has real enforcement weight. Companies that fail to register beneficial owners, submit inaccurate information, or miss an update after an ownership change face administrative fines of up to CHF 250,000. Where a violation is intentional, criminal sanctions can also apply to the individuals responsible within the company.

For Swiss SMEs running lean finance teams – or relying on an external fiduciary for compliance support – this is a material risk. Unlike VAT penalties, which typically surface after a filing cycle, TLEA fines can be triggered by a single unreported ownership change. One missed notification is enough.

5 Steps Swiss SMEs Should Take Now

Autumn 2026 is closer than it sounds. The following steps can start 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, work through each layer down to the natural person level. 2. Review your shareholder register. Swiss law already requires AGs to maintain an up-to-date internal shareholder register. Make sure yours reflects reality – the TLEA will use this data as the basis for federal registration. 3. Check for indirect control. Shareholder agreements, board appointment rights, and economic participation certificates can all create beneficial ownership at below-25% shareholding levels. Review these documents with your legal or CFO adviser. 4. Register on EasyGov. If your company is not yet active on EasyGov, Switzerland's official online business portal, create your account now. TLEA registration will run through this platform once the register is live. 5. Build an update process. Decide internally who is responsible for notifying the Transparency Register when ownership changes – M&A transactions, new investment rounds, inheritance events, and share transfers all trigger an update obligation.

The Scalemetrics team's corporate tax and compliance services include ongoing regulatory monitoring for Swiss SMEs, keeping clients 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 because ownership is by definition transparent in that structure.

Is the Transparency Register publicly accessible?

No. The register is non-public. Access is restricted 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 your company to identify the person or persons who exercise effective control through 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 requirement 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, parallel obligation: reporting beneficial owners to the federal register. Both requirements apply independently.

What does outsourced accounting for Swiss SMEs include?

Outsourced accounting for Swiss SMEs covers OR-compliant bookkeeping under Arts. 957-963b, monthly bank reconciliation, accounts payable and receivable management, payroll runs with AHV/BVG/UVG deductions, quarterly MWST filings, and monthly financial statement preparation – delivered by an external specialist without the fixed cost of an in-house team.

Which Swiss accounting standards apply to SMEs?

Swiss SMEs must maintain accounts under the Code of Obligations (OR), Arts. 957-963b, using accrual-basis bookkeeping with a balance sheet and income statement. Companies with turnover above CHF 500,000 or 10 or more employees require a statutory limited audit (eingeschrankte Revision) unless all shareholders formally opt out.

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Sources and References

• Central Business Name Index (ZEFIX)