The Federal Act on Transparency of Legal Entities is coming.

On October 1, 2026, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TLEA; FF 2025 2900) will enter into force. Passed by the Federal Assembly on September 26, 2025, it establishes a centralized federal register of beneficial owners, maintained by the Federal Office of Justice (FOJ) and accessible via the EasyGov platform. The effective date, long announced simply as “fall 2026,” was formally set by the Federal Council on June 12, 2026, together with the revision of the Anti-Money Laundering Act (AMLA) and the TLEA’s own implementing ordinance (OTPM). For most Swiss capital companies, the TLEA creates a new reporting obligation, with tight deadlines and real penalties attached.

The framework is now complete: the law, the ordinance and the timeline are all settled. Below, we set out what is changing, for whom, and what should be prepared without delay.

What exactly are we talking about?

The TLEA does not invent the concept of beneficial owner. Since 2015, the Swiss Code of Obligations (CO) has required a shareholder crossing the 25% threshold to report to the company the natural person who ultimately controls it (CO Art. 697j et seq., repealed by the TLEA). That regime, however, relied on private registers kept internally, with no centralized access for the authorities.

This is precisely the point that the Financial Action Task Force (FATF) considered insufficient. The TLEA addresses it by replacing these scattered obligations, kept internally by each company, with a single federal register that the competent authorities can consult directly. In our view, this is the real change: companies move from simply keeping a register to a centralized database over which the State now has direct oversight.

Who is affected by the TLEA?

The TLEA primarily targets companies limited by shares (SA), but its scope is broader. Unlisted legal entities under Swiss private law are subject to the reporting obligation — mainly SAs, limited liability companies (Sàrl), partnerships limited by shares, cooperatives, as well as SICAVs and SICAFs (TLEA Art. 2).

Certain foreign entities are also covered where they have a sufficient connection to Switzerland: a branch registered in the Commercial Register, effective management exercised from Switzerland, or ownership of real estate in Switzerland. A British limited company, an American LLC or a French SARL managed from Switzerland can therefore fall within scope.

Conversely, the following are excluded (TLEA Art. 3): listed companies and their subsidiaries held at more than 75%, occupational pension institutions, entities majority-owned by public bodies, and — an exclusion secured during the parliamentary debates — associations and foundations. Sole proprietorships are not affected either.

Who must be reported as beneficial owner?

The beneficial owner is always a natural person: whoever ultimately controls the company by holding — directly or indirectly, alone or together with third parties — at least 25% of the capital or voting rights, or by controlling it in some other manner (TLEA Art. 4).

We think the real difficulty does not lie in the numerical threshold. For an SA held by a single shareholder, the exercise is trivial. The sensitive cases are those of “control exercised in some other manner”: shareholder agreements, rights to appoint corporate bodies, options, family or fiduciary structures, multi-tier holding chains. These situations call for a genuine legal analysis of the chain of control and careful documentation of supporting evidence — well beyond filling out a form. Where no natural person can be identified on this basis, the law defaults to the highest-ranking member of the management body, who is deemed to be the beneficial owner (TLEA Art. 4(2)).

How does the Transparency Register work?

For each beneficial owner, five pieces of information must be reported: first and last name, date of birth, nationality, address and country of residence, together with the nature and extent of the control exercised (TLEA Art. 9). Reports are submitted electronically and free of charge via EasyGov — SECO in fact recommends that companies register there now, since account validation takes several days. Where all of a company’s beneficial owners are already listed as partners or officers in the Commercial Register, the report can be made through that register instead (TLEA Art. 11), which will lighten the process for many SMEs.

The Register is not public. It is accessible to the competent authorities, as well as to financial intermediaries and advisors subject to the AMLA, to the extent necessary for their due diligence obligations. This, in our view, is the most widely misunderstood point: an entry in the Register has a purely declaratory effect (TLEA Art. 23). It does not relieve the company of its own obligations, nor does it excuse the bank from its own due diligence duty under AMLA Art. 4. In practice, the financial intermediary will compare its client’s declaration against what is recorded in the Register: any discrepancy becomes a point of friction — in the worst case, a block on the banking relationship. The Register therefore settles nothing for the company: third parties will keep actively checking its content.

Do reports already made under CO Art. 697j need to be resubmitted?

Not necessarily. The transitional provisions build a bridge to the previous regime: shareholders and partners who validly complied with the beneficial-owner reporting obligation under CO Art. 697j et seq. and CO Art. 790a are deemed to have satisfied the reporting obligation under the TLEA (TLEA Art. 49(1)).

That presumption, however, has an important limit: it only holds if the person reported under the former law actually corresponds to the beneficial owner as now defined by the TLEA, whose scope is wider than that of CO Art. 697j, in particular regarding control exercised “in some other manner.” If that is not the case, or if the existing report does not contain all the information now required — date of birth, nationality, nature and extent of control — a new or supplementary report will have to be filed.

In practice, we recommend that companies pull up their existing shareholder register or beneficial-owner list prepared under the former law, and check, case by case, whether the persons listed meet the broader definition in TLEA Art. 4. In our view, this exercise is a good starting point for preparing the report to the Transparency Register — though it does not replace a full analysis, particularly for structures involving indirect or fiduciary control. SAs and Sàrls must also keep their old beneficial-owner list for ten years from the TLEA’s entry into force (TLEA Art. 50).

What are the deadlines, and where is the pitfall?

The transitional provisions provide for a staggered approach. As a rule, a company must report within one month of the next change to its Commercial Register entry, subject to maximum deadlines of three to six months depending on the applicable audit regime, or up to two years where all beneficial owners are already listed in the Commercial Register (TLEA Art. 51).

The pitfall lies precisely in this mechanism. Many executives think they have a fixed, comfortable deadline. In reality, the trigger is the next change to the Commercial Register entry — a change of officer, an amendment to the articles of association, a transfer of the registered office. That event can occur well before the maximum deadline, and it starts a one-month clock. For a group structure, mapping the chain of control takes longer still.

What are the penalties for failing to report?

A failure to report, or an inaccurate report, exposes the company to a fine of up to CHF 500,000 for intentional violations. The TLEA also provides for civil measures: suspension of corporate and financial rights, refusal of certain registrations, and, in the most serious cases, dissolution of the company. On top of these penalties come reputational and operational consequences, particularly during a financing round, an audit or a transaction.

Key takeaways

• The TLEA applies to the vast majority of unlisted Swiss capital companies — chiefly SAs and Sàrls — as well as certain foreign entities with ties to Switzerland.
• Simple structures (a single shareholder, all partners already listed in the Commercial Register) will be able to report without major difficulty. Holding structures, cross-shareholdings, shareholder agreements and international structures call for a genuine analysis.
• Companies that already have valid reports under CO Art. 697j can use them as a starting point for their report to the Transparency Register, provided they verify that the persons reported meet the TLEA’s broader definition of beneficial owner (TLEA Art. 49).
• An entry in the Register is declaratory: it does not replace the banks’ due diligence, but it creates a new point of comparison — and so a potential source of friction.
• An entry in the Register is declaratory: it does not replace the banks’ due diligence, but it creates a new point of comparison — and so a potential source of friction.
• The reporting deadline is triggered by the next change to the Commercial Register entry. Mapping the chain of control in advance — and setting up EasyGov access now — are the most useful steps to take today.
  

How we can help

Our firm assists companies with identifying their beneficial owners, analyzing situations of indirect or “otherwise exercised” control, documenting the chain of control, and preparing the report to the Transparency Register. For structures where this fits, this assistance can be offered on a flat-fee basis to be agreed. Please feel free to contact us for an initial review of your situation.

This article sets out the state of the law for information purposes only, as of September 7, 2026, and does not constitute legal advice. The TLEA and its implementing ordinance (OTPM) will enter into force on October 1, 2026, pursuant to the Federal Council’s decision of June 12, 2026. As the consolidated text has not yet been published in the Classified Compilation, references are to the text as adopted by the Federal Assembly (FF 2025 2900).