When setting up or changing a Swiss company, one question often comes up early: who really stands behind the company? In legal and compliance terms, this person is usually called the beneficial owner (wirtschaftlich berechtigte Person).
The concept is simple in principle. A beneficial owner is the natural person who ultimately owns or controls a company, even if the shares are held through another company, a nominee, a holding structure, or an investment vehicle. In other words, the focus is not only on who appears on paper. It is on who has the economic interest or the real control behind the structure.
For investors, fiduciaries, lawyers, and corporate legal teams, identifying the beneficial owner is not just a compliance formality. It helps create transparency, avoid delays, and ensure that company documents, internal records, and filings are handled correctly from the start.
Who is a beneficial owner?
A beneficial owner is always a natural person. A company, foundation, or partnership may hold shares, but it cannot be the final beneficial owner in the strict sense. The analysis, therefore, continues until the individuals behind the structure are identified.
In many straightforward cases, the answer is clear. If a founder owns 100% of a Swiss limited liability company or corporation, that founder is the beneficial owner. If two founders each hold 50%, both are beneficial owners. If an investor acquires a significant stake, the person or persons ultimately controlling that investor may need to be identified.
The situation becomes more complex with layered ownership structures, shareholder agreements, family offices, venture capital funds, or international holding companies. In these cases, it is important to look beyond the direct shareholder and understand who can exercise control through ownership, voting rights, or other arrangements.
When does a reporting duty arise?
Under current Swiss company law, a reporting duty can arise when a person acquires shares in a non-listed Swiss company and, alone or together with others, reaches or exceeds 25% of the share capital or voting rights. In that case, the acquirer must notify the company of the beneficial owner within one month. Changes to the name or address of the beneficial owner must also be reported later. (swissrights.ch)
This is especially relevant for LLCs and Ltds, where ownership information is not always visible to the public. The company must keep the relevant information in its internal records, including its register of beneficial owners. This internal documentation is different from the Commercial Register. Not every change in beneficial ownership automatically becomes a Commercial Register filing.
A practical example: if a new investor acquires 30% of a Swiss company, the threshold is crossed. The company and its advisors should then clarify who the beneficial owner is, collect the required information, and update the internal records. If the same investor acquires only 10%, the specific 25% threshold may not be reached, although other compliance checks may still be relevant depending on the case.
What is changing in Switzerland?
Switzerland is strengthening its transparency rules. Parliament passed the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners in September 2025. The new framework introduces a central federal transparency register for beneficial owners and is expected to come into force in the second half of 2026. (admin.ch)
For companies, this means beneficial ownership information will become even more structured and important. Companies will need to obtain, verify, and keep beneficial ownership information up to date. This affects mainly legal entities such as Swiss corporations and limited liability companies, while certain entities, such as sole proprietorships and listed companies, are not expected to be required to register in the transparency register.
Why does this matter during incorporation or company changes
Beneficial ownership questions often appear at important moments: incorporation, investor onboarding, capital increases, share transfers, changes in corporate structure, or updates to company records. If the information is incomplete, unclear, or inconsistent, the process can quickly slow down.
Beneficial ownership is not just about ticking a box. It is about knowing who stands behind a company and ensuring that this information is handled with care. For founders, it creates clarity. For advisors, it reduces process risk. For investors and legal teams, it supports better governance from day one.
Prepare your company with confidence
As Swiss transparency requirements evolve, companies will need clean structures, reliable records, and efficient processes. Starting early helps avoid delays later.
The Swiss Transparency Register makes beneficial ownership transparency a practical obligation for many companies. With Hoop, founders, advisors, and legal teams can manage the required beneficial owner information digitally, securely, and efficiently.
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.