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

Since 1 October 2026, the Federal Act on the Transparency of Legal Entities (TJPG) has required 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. Nexova can take the reporting off your hands with our Transparency Register service.

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.

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
• Partnerships limited by shares, SICAVs, SICAFs and limited partnerships for collective investment
• 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, and subsidiaries held more than 75% by listed companies
• Sole proprietorships and partnerships
• Legal entities at least 75% held by public bodies, and occupational pension institutions
• 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.

Companies must report each beneficial owner's full name, date of birth, nationalities, municipality and country of residence, 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, all nationalities, and municipality and country of residence
• 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%, over 50-75%, or over 75%
• Control chain: For indirect ownership, the extent of the direct holding in your company and, in defined cases (two or more intermediaries, a trust or fiduciary, or sanctioned beneficial owners), details of each link in the chain: name, legal form, seat and UID

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 or departing beneficial owners and any shift that crosses the 25%, 50% or 75% band, including through restructuring in a chain of holdings. A change within a band does not need to be reported.

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.

Companies must submit initial reports within specific deadlines after the TJPG took effect on 1 October 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. Our Transparency Register service checks which deadline applies to you.

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 (by 1 January 2027)
• Four months: For other companies with ordinary audit requirements (by 1 February 2027)
• Five months: For AGs without an ordinary audit (by 1 March 2027)
• Six months: For other companies without an ordinary audit, and other legal entities (by 1 April 2027)
• Two years: For companies where all beneficial owners are already registered as shareholders or officers in the commercial register (by 1 October 2028)

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 TJPG and its ordinance entered into force on 1 October 2026, and the register started operating the same day. If your company changes its commercial register entry after 1 October 2026, you must report within one month of that change, even if your deadline is later. That month runs from its publication in the Swiss Official Gazette of Commerce (SHAB).

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, any shift across the 50% or 75% band, and a beneficial owner moving to another municipality or country.

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 one month. 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 details: A move to another municipality or country of residence must be reported. The register takes name changes automatically from the Confederation's central person database, and company details from the commercial register (Art. 39 TJPV).

The one-month countdown begins when the company becomes aware or should reasonably become aware of the change. For example, a share transfer that crosses a band must be reported within one month of the company learning of it.