The Transparency Act and the federal register

Legislative history

The Federal Council opened the consultation on a federal transparency register in August 2023, which ran until November 2023, and adopted its dispatch in May 2024 under the parliamentary number 24.046.¹ The package originally combined the new register with amendments to the Anti-Money Laundering Act that extended its scope to advisers. The Council of States separated the two parts into distinct bills, so that the register and the adviser duties could be debated on their own merits.² Parliament adopted both texts in the final vote of 26 September 2025.³ On 12 June 2026 the Federal Council adopted the implementing ordinances and set the entry into force of the TJPG and of the revised AMLA for 1 October 2026. In the consultation on the ordinances many participants had asked for a simple and inexpensive procedure through the cantonal commercial registers, and the Federal Council stated that it had met this request as far as possible.⁴

Scope: which entities must register

The TJPG applies to Swiss stock corporations (AG/SA), limited liability companies (GmbH/Sagl), cooperatives and the corporate collective investment schemes SICAV and SICAF. It also applies to foreign legal entities that have a branch registered in Switzerland, that have their effective administration in Switzerland or that own real estate in Switzerland.⁵ The last category is of direct relevance to Ticino, where Italian families have for decades held villas on Lake Lugano and Lake Maggiore through Liechtenstein, Luxembourg or Panamanian companies. These companies now have to report their beneficial owners to a Swiss federal register, although they are neither incorporated nor managed in Switzerland.

Several categories are excluded. Companies whose equity securities are listed on a stock exchange, and subsidiaries in which they hold at least 75 per cent, need not register, because listed companies are subject to the disclosure rules of financial market law. Occupational pension institutions and entities held at least 75 per cent by public bodies are also exempt. Associations and foundations fall outside the reporting obligation.⁶ For foundations the exclusion is notable, because family foundations and the Liechtenstein foundations used by Italian families have been a recurrent topic of Chapter E.V. Swiss foundations remain subject to the commercial register and to supervision, and the financial intermediaries that hold their assets must identify the persons behind them under the AMLA.

Who is a beneficial owner

The TJPG defines as beneficial owner the natural person who ultimately controls a company by holding, directly or indirectly, alone or in concert with third parties, at least 25 per cent of the capital or of the voting rights, or who controls it in another manner.⁷ Control in another manner includes the right to appoint or remove the majority of the board, veto rights, voting agreements, factual influence and arrangements through which a nominee or fiduciary holds the shares for another person.⁸ If no person meets these criteria, the most senior member of the managing body is deemed, on a subsidiary basis, to be the beneficial owner.⁹

The definition follows the FATF standard and corresponds in substance to the definition used by Swiss banks under the CDB and by financial intermediaries under the AMLA. Its application to typical Ticino structures nevertheless raises questions. A Lugano SA held by an Italian società fiduciaria under a fiduciary mandate (mandato fiduciario) has the fiduciary company as its legal shareholder. The beneficial owner is the principal (fiduciante) who controls the fiduciary relationship, because the fiduciary company holds the shares for his account. A Swiss company owned by a trust has as its beneficial owner whoever controls it through the trust, which may be the settlor, the protector or a beneficiary with a controlling position. The TJPG imposes separate duties on trustees, who must identify and document the persons involved in the trust: the settlor, the trustee, the protector, the beneficiaries and any other person exercising control. They must keep these records for five years after the end of the trust.¹⁰

Notes

1. Federal Council, Botschaft zum Bundesgesetz über die Transparenz juristischer Personen und die Identifikation der wirtschaftlich berechtigten Personen of 22 May 2024, BBl 2024 1607, parliamentary business 24.046, cited in the preamble of the final vote text of 26 September 2025, https://www.parlament.ch/centers/eparl/curia/2024/20240046/Schlussabstimmungstext %201%20SN%20D.pdf. On the date of the dispatch and the consultation from August to November 2023: "Ausweitung der Geldwäscherei-Bekämpfung auf Rechtsberufe: Bundesrat verabschiedet Botschaft", law.ch, May 2024, https://law.ch/lawnews/2024/05/ausweitung-der-geldwaescherei-bekaempfung-auf-rechtsberufe-bundesrat-verabschiedet-botschaft/. ↩
2. Swiss Parliament, news of 11 September 2025, https://www.parlament.ch/de/services/news/Seiten/2025/20250911112038870194158159026_bsd085.as px (separation of the adviser duties from the register by the Council of States). ↩
3. RSM Switzerland, "Ein neuer rechtlicher Rahmen für Transparenz in der Schweiz", https://www.rsm.global/switzerland/de/node/720 (adoption on 26 September 2025); TJPG, final vote text (above). ↩
4. Federal Office of Justice, "Bundesrat setzt neue Regeln gegen Geldwäscherei in Kraft", press release of 12 June 2026, https://www.bj.admin.ch/de/newnsb/x3sKLxCJ6S3dQJtfvy0Tb ("ist dem Anliegen so weit wie möglich entgegengekommen"). ↩
5. TJPG, final vote text (above), provisions on scope; RSM (above). ↩
6. Homburger (above); TJPG, final vote text (above); Forvis Mazars, "Transparenzregister: eine neue Compliance-Herausforderung für Schweizer Unternehmen", Swiss Tax Newsletter, July 2026, https://www.forvismazars.com/ch/de/insights/swiss-tax-newsletter/swiss-tax-newsletter-juli-2026/transparenzregister. ↩
7. Grant Thornton Switzerland, "Swiss Transparency Register – New reporting obligations for legal entities as of 1 October 2026", 2026, https://www.grantthornton.ch/en/insights/transparency-register-reporting-obligations-legal-entities-2026/; RSM (above): "direkt oder indirekt mindestens 25 Prozent des Kapitals oder der Stimmrechte". ↩
8. RSM (above), listing veto rights, voting agreements, factual influence and fiduciary structures; Homburger (above), on appointment rights and blocking powers. ↩
9. Grant Thornton (above): "the most senior member of the managing body is deemed, on a subsidiary basis, to be the beneficial owner". ↩
10. TJPG, final vote text (above), provisions on trusts. ↩

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 August 2025.