Switzerland’s New Transparency Law (TJPG): What Companies Must Know

Switzerland is introducing the Federal Act on the Transparency of Legal Entities (TJPG), a new law requiring companies to report their beneficial owners to a central register. This represents one of the most significant compliance changes for Swiss businesses in recent years, affecting nearly all AGs and GmbHs.

This article explains who must comply, what information must be reported, key deadlines, and penalties for non-compliance. Whether you’re a startup founder, an established SME, or managing a foreign entity with Swiss operations, understanding these obligations is essential for maintaining legal compliance.

What is the TJPG and why is Switzerland introducing it?

The Federal Act on the Transparency of Legal Entities (TJPG) establishes a central, non-public register (aka the transparency register) where Swiss companies must report their beneficial owners (the natural persons who ultimately control them). Switzerland introduced this law to combat money laundering and terrorist financing while fulfilling international standards set by the Financial Action Task Force (FATF).

The Swiss Parliament adopted the TJPG on September 26, 2025, following years of international pressure to improve corporate transparency. The FATF, an intergovernmental body setting global anti-money laundering standards, previously rated Switzerland “partially compliant” for lacking a central beneficial ownership register and relying on fragmented sources across cantons, banks, and fiduciaries. More than 200 countries and jurisdictions have committed to implement the FATF’s Standards as part of a coordinated global response to preventing organized crime, corruption, and terrorism.

Switzerland’s decision reflects both international obligations and practical realities: corporate structures can be misused to conceal illicit activities, from money laundering to sanctions evasion. By creating a centralized system where authorities can quickly determine who truly controls a company, Switzerland strengthens its position as a trustworthy financial center while meeting FATF Recommendation 24 requirements.

How does the transparency register work and who can access it?

The transparency register is a central, non-public database maintained by the Federal Office of Justice (FOJ) that contains information about beneficial owners of Swiss legal entities. Only authorized authorities and financial intermediaries can access this information. It is not publicly available like the Commercial Register.

The purpose of the register is to enable law enforcement authorities to ascertain, in a timely and reliable manner, the individuals who ultimately control a legal structure. This focus on efficiency and security distinguishes it from public registries in some other jurisdictions.

Access is restricted to:

• Law enforcement and criminal prosecution authorities investigating potential money laundering, terrorism financing, or related offenses
• Tax authorities requiring beneficial ownership information for tax enforcement
• Supervisory authorities including FINMA for financial market oversight
• Financial intermediaries fulfilling anti-money laundering due diligence obligations under Swiss law

The register contains essential company information (UID number, name, registered office) alongside detailed beneficial owner data (name, date of birth, nationality, residence address, and the nature and extent of control exercised). For complex ownership structures involving multiple layers or trusts, the register also captures the complete control chain showing how beneficial ownership flows through intermediary entities.The transparency register “will be maintained electronically by The Federal Office of Justice (FOJ) to leverage the existing infrastructure and expertise of commercial register authorities”, ensuring integration with Switzerland’s established corporate registration systems.

Which companies must comply with the TJPG?

Nearly all legal entities registered in Switzerland must comply with the TJPG, including all AGs (public limited companies), GmbHs (limited liability companies), and cooperatives. Foreign companies with significant ties to Switzerland, such as owning real estate, operating a branch, or having their effective management in the country, are also subject to reporting requirements.

The TJPG applies broadly across Swiss private law entities. Covered organizations include:

• Joint stock corporations (AGs) and limited liability companies (GmbHs)
• Cooperatives
• Trusts where the trustee resides in Switzerland or the trust is effectively administered from Switzerland
• Foreign entities with a registered Swiss branch office
• Foreign entities with effective management in Switzerland
• Foreign entities owning real estate in Switzerland

Importantly, certain entities are exempt from TJPG obligations:

• Listed companies whose shares are fully or partially traded on a stock exchange, along with their majority-owned subsidiaries
• Sole proprietorships and partnerships 
• Public law corporations and entities
• Following parliamentary revisions, foundations and associations were also excluded from the scope

The exemption for listed companies reflects that their ownership is already subject to stringent transparency requirements under securities regulations. According to SwissFoundations, the October 2024 committee decision to exclude foundations and associations stated that foundations have “independent assets” and thus “no beneficial owner in the actual sense.” The February 2025 Legal Affairs Committee further cited avoiding “additional burden for the Swiss economy” as a supporting reason.

Who qualifies as a beneficial owner under Swiss law?

According to Article 4 TJPG, a beneficial owner is any natural person who ultimately controls at least 25% of a company’s voting rights or capital, whether directly or indirectly through other entities. If no one reaches this 25% threshold, the company must instead report the highest member of its executive body (such as the managing director or board president).

The 25% threshold aligns with Swiss Code of Obligations definitions (Art. 697j CO) and international FATF standards. However, the TJPG clarifies that 25% is illustrative rather than absolute, as control can be established through other means beyond simple shareholding percentages.

Direct control exists when a person holds shares or voting rights themselves. For example, if Anna owns 30% of a GmbH’s shares directly, she is a beneficial owner.

Indirect control flows through intermediate entities. If Anna owns 100% of Company A, which owns 40% of Company B, then Anna indirectly controls 40% of Company B and qualifies as its beneficial owner.

Control by other means expands beyond ownership percentages to capture actual influence. According to Articles 2 and 3 of the draft implementing ordinance (TJPV), currently in public consultation until January 30, 2026, a person may be a beneficial owner even with less than 25% ownership if they:

• Hold voting or contractual rights giving decisive influence over company decisions
• Possess veto powers over key strategic matters
• Control board appointment rights
• Exercise dominant influence over financing or strategic direction

The subsidiary rule applies when no beneficial owner can be identified under the 25% or control-by-other-means tests. In such cases, the company must report the highest-ranking member of its executive management, typically the CEO for a GmbH or the board president for an AG. This ensures every entity can be traced to at least one responsible individual.

What must companies report about their beneficial owners?

Companies must report each beneficial owner’s full name, date of birth, nationality, residential address, and the nature and extent of their controlling interest in the company. This information must be verified for accuracy and kept current, with any changes reported within one month.

Companies must report the following information for each beneficial owner:

• Personal details: Full name, date of birth, nationality, and residential address
• Control type: How control is exercised (direct ownership, indirect through other entities, voting agreements, veto rights, or other arrangements)
• Ownership classification: If control is based on ownership, the percentage must be classified as 25-50%, 50-75%, or over 75%
• Control chain: For indirect ownership, the complete chain showing each intermediary company with its UID number, country, and legal form

Companies also face substantial verification obligations. They must request supporting documents from beneficial owners, such as copies of identity documents, shareholder agreements, or trust instruments, and systematically verify the accuracy of provided information.

Companies must maintain all collected information and supporting documents in Switzerland for ten years after a person ceases to be a beneficial owner. Records must clearly show:

• How each beneficial owner was identified
• What verification steps were taken
• When information was last updated
• Any changes in beneficial ownership over time

Any changes must be reported within one month (Art. 10 TJPG). This includes new shareholders crossing the 25% threshold, existing beneficial owners selling their stakes, corporate restructuring that affects control chains, and even address changes of beneficial owners.

For complex ownership structures involving multiple layers of holding companies or trusts, companies must provide a complete picture showing the entire chain of control from ultimate beneficial owner to the operating entity.

What are my company’s obligations under the TJPG?

Every covered company must identify its beneficial owners through active investigation, verify their information for accuracy, maintain current documentation, and submit reports electronically to the transparency register within specified deadlines.

Identify beneficial owners

Companies must actively gather information about who controls them. This isn’t a passive obligation, as businesses must proactively request data from shareholders, analyze ownership structures, and trace control through any intermediary entities.

Shareholders have a corresponding duty to cooperate. They must provide accurate information about their own beneficial owners and any arrangements affecting control. For holding structures, this extends up the ownership chain until natural persons are identified.

Verify the information and maintain documentation

Once beneficial owners are identified, companies must verify the accuracy of provided information. This requires:

• Requesting identity documents (passports, national ID cards)
• Examining corporate records and shareholder agreements
• Reviewing trust instruments or fiduciary arrangements
• Cross-checking reported ownership against commercial register entries
• Confirming residential addresses through utility bills or similar documentation

All information and verification steps must be documented and retained for ten years after a beneficial owner ceases to have that status (Art. 8 TJPG). Documentation must be maintained in Switzerland and made available to inspection authorities upon request.

Report to the register

Companies must submit beneficial owner information electronically through the transparency register system. Reporting is done via EasyGov or through the competent commercial register office.

The electronic submission must include all required data fields plus supporting documentation (articles of association, register extracts, ownership proof documents). Even single-shareholder companies with straightforward structures must file reports confirming their data is current and accurate.

When must companies submit their TJPG reports?

Companies must submit initial reports within specific deadlines after the TJPG takes effect (expected in 2026). The deadline varies from three to six months depending on the company’s legal form and audit requirements, or up to two years for companies where all beneficial owners are already registered in the commercial register.

According to Article 51 TJPG, companies must report within one month of their first commercial register amendment after the law takes effect, but no later than:

• Three months: For AGs with ordinary audit requirements
• Four months: For other companies with ordinary audit requirements
• Five months: For AGs without ordinary audit requirements
• Six months: For other companies without limited audit requirements, and other legal entities
• Two years: For companies where all beneficial owners are already registered as shareholders or officers in the commercial register

These transitional periods provide the time required for companies to complete beneficial ownership identification and verification, prepare required documentation, and submit their first electronic report to the register. After the initial report is filed, any changes to beneficial ownership must be reported within one month. 

The Federal Council will determine the exact implementation date for the TJPG. Based on the parliamentary adoption in September 2025 and the consultation process for implementing ordinances, entry into force is expected mid-2026.

What are the penalties for non-compliance with TJPG?

Companies that intentionally violate TJPG reporting or documentation requirements may be fined up to CHF 500,000. The Federal Department of Finance prosecutes violations, which can result in both financial penalties and potential reputational damage.

Fines for reporting violations

Anyone who intentionally violates reporting obligations to the transparency register, fails to disclose required information, or provides false statements faces fines up to CHF 500,000 (Art. 43 TJPG). 

Intentionally failing to comply with legally binding orders from the inspection body results in separate fines up to CHF 100,000 (Art. 44 TJPG).

Enforcement process

An inspection body (Kontrollstelle) affiliated with the Federal Department of Finance conducts audits and monitors compliance. When violations are identified, they’re reported to the Federal Department of Finance, which prosecutes cases as criminal offenses under Swiss administrative criminal law. Serious cases can be referred to the Federal Criminal Court. The statute of limitations for prosecution is seven years (Art. 45 Para. 4 TJPG).

Why so harsh?

The penalty structure reflects Switzerland’s commitment to beneficial owner transparency. These sanctions ensure companies take their obligations seriously rather than treating beneficial owner reporting as a mere administrative formality.

What happens if my company’s ownership structure changes?

You must report any change affecting beneficial ownership within one month. This includes new shareholders crossing the 25% threshold, existing beneficial owners selling their stakes, changes in control through corporate restructuring, or even simple address updates for reported beneficial owners.

Specific triggering events include:

• Ownership transfers: When shares are sold, gifted, or transferred, and the transaction causes someone to cross into or out of beneficial owner status (25% threshold), reporting is required within 30 days. This applies whether control is gained or lost.
• Corporate restructuring: Mergers, acquisitions, or holding company reorganizations can alter indirect control chains. Even if your company’s direct shareholders don’t change, modifications to parent entities may create new beneficial ownership relationships requiring updates.
• Change in control mechanisms: New shareholder agreements, voting arrangements, veto rights, or board appointment rights that establish or eliminate control-by-other-means must be reported. The TJPG captures actual control, not just formal ownership percentages.
• Executive changes: For companies using the subsidiary rule (reporting executives when no 25% owner exists), management changes trigger updating obligations. Appointing a new CEO or board president requires reporting within one month.
• Personal information updates: Beneficial owners changing their residential address, acquiring new citizenship, or even legally changing their names necessitate register updates within 30 days.

The one-month countdown begins when the company becomes aware or should reasonably become aware of the change. For example, a share transfer requires reporting within 30 days of execution, while an address change must be reported within 30 days of the company learning about it.

How does TJPG differ from existing beneficial owner requirements?

While Swiss financial intermediaries have long been required to maintain internal records of beneficial owners under anti-money laundering laws, the TJPG creates an additional central register maintained by federal authorities. Companies must now report to both their financial intermediaries (if applicable) and to the official transparency register.

The previous system operated through Switzerland’s Anti-Money Laundering Act (AMLA), which required banks, asset managers, and other financial intermediaries to identify and verify beneficial owners of their clients. These intermediaries maintained internal registers accessible to authorities upon request, but no centralized federal database existed. 

The September 2025 reforms also introduced broader changes to the AMLA itself, including new due diligence obligations for certain advisory services.

Key differences between the systems

The AMLA obligations continue. Companies working with banks or financial intermediaries still must disclose beneficial owners to those institutions for customer due diligence. The TJPG adds a separate reporting line directly to government authorities through the transparency register.

Information overlap exists between the two systems. Companies must provide similar data to both financial intermediaries (under AMLA) and to the transparency register (under TJPG). However, the legal basis, reporting mechanisms, and timelines differ between the two frameworks.

Broader scope under TJPG compared to previous internal registers. The AMLA primarily affected companies engaging with regulated financial intermediaries. The TJPG covers all legal entities regardless of whether they work with banks, e.g., a startup GmbH with no banking relationship still must report beneficial owners to the transparency register.

Centralized access represents the major shift. Previously, if authorities needed beneficial owner information, they had to request it from individual financial intermediaries or rely on cantonal sources. The transparency register creates one-stop access for authorized users across all covered entities.