Disclosure of shareholdings in Swiss listed companies

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Investors in Swiss listed companies must disclose their holdings once they reach certain thresholds. The regime under Art. 120 of the Financial Market Infrastructure Act (FinMIA) is strict, applies to investors worldwide and is frequently overlooked by family offices and holding structures from abroad.

Scope and thresholds

The duty applies to holdings in Swiss companies whose equity securities are listed at least in part in Switzerland, and in foreign companies whose main listing is in Switzerland. A notification is required when voting rights reach, exceed or fall below 3, 5, 10, 15, 20, 25, 33⅓, 50 or 66⅔ per cent, whether the holder acts directly, indirectly or in concert with others. The duty is triggered by crossing a threshold, irrespective of whether the voting rights can actually be exercised.

What is counted

Purchase positions and sale positions are calculated separately. Purchase positions include shares as well as conversion and acquisition rights and other financial instruments that give economic exposure. The beneficial owner is generally the person who ultimately controls the voting rights, which can be a natural person behind a chain of companies, trusts or foundations. Groups acting in concert, for example under a shareholder agreement, must report collectively.

Procedure and deadlines

The notification is addressed to the company and to the disclosure office of the exchange within the short deadline set by the implementing ordinance, and the company must then publish it. Where a transaction is planned and the reporting position is uncertain, a ruling can be requested from the disclosure office in advance.

Consequences of a breach

A breach of the reporting duty is a criminal offence under FinMIA and can be prosecuted with a fine. In addition, a court may, at the request of the company, a shareholder or FINMA, suspend the voting rights of a person who has acquired or sold shares in breach of the duty, and FINMA may intervene against supervised persons. Investors therefore need a reliable monitoring process covering every entity in their structure.

What pays off in practice

Aggregate across the whole structure. Holdings of family members, vehicles and fund mandates may have to be combined.
Monitor instruments as well as shares. Derivatives and convertibles can trigger a notification on their own.
Ask for a ruling when in doubt. An advance ruling from the disclosure office avoids disputes after the event.

How Ressos Legal helps

I advise investors, family offices and listed companies on Swiss shareholding disclosure, including complex structures with trusts and foundations, and represent them in proceedings with the disclosure office and FINMA. Contact me for a first conversation.

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of October 2026.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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