With the new Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (TJPG), Switzerland is introducing a central transparency register.
For small and medium-sized enterprises, specifically AGs and GmbHs, this means above all:
Existing transparency is formally confirmed and centrally recorded.
In this article, you will learn:
- Why the TJPG was introduced
- What specifically will change for AGs and GmbHs
- Why the additional effort remains low for many SMEs
- What Art. 11 TJPG means for small companies
- What transition periods apply, including for larger companies
1. Why is the TJPG necessary?
According to the fact sheet, the Federal Council is pursuing three key objectives with the introduction of the TJPG:
- Combating money laundering and terrorist financing
- Protecting the integrity of Switzerland as a financial and business center
- Providing authorities with faster and more efficient access to information about beneficial owners
The existing system is considered to be sound. However, there are gaps in complex or intertwined ownership structures. The new transparency register is intended to provide clarity here, without placing an unnecessary burden on existing SMEs with a clear ownership structure.
2. What specifically will change for AGs and GmbHs?
Identification and reporting of the beneficial owner
In the future, AGs and GmbHs must:
- identify their beneficial owners and verify their identity,
- report this information to the new transparency register,
- and update any changes on an ongoing basis.
Any natural person who ultimately controls a company by:
- directly or indirectly, alone or in concert with third parties, holding at least 25% of the capital or voting rights, or
- exercising control in any other way.
Direct and indirect participation – “control through participation.”
Direct participation exists if the natural person directly holds the participation in the capital or voting rights.
The draft ordinance on the transparency of legal entities and the identification of beneficial owners specifies the concept of indirect participation in Art. 2 (2) and (3).
It is envisaged that indirect participation exists, among other things, if:
- a natural person controls one or more intermediate legal entities
- which in turn are controlled by means of at least 50% of the capital or voting rights,
- these intermediate companies reach or exceed the threshold of 25% of the capital or voting rights in the original company
- and the chain of participation conveys actual control.
(Important: This specification is contained in the draft regulation and has not yet been definitively decided.)
New: Entry in the transparency register
AGs and GmbHs were already required to maintain a share register (Art. 686 OR) or a share certificate register (Art. 790 OR). This information on beneficial owners will now also be recorded in the federal transparency register. For many SMEs, this does not mean a new material obligation, but rather a transfer of information to a central register.
Important: The transparency register is not public. Access is restricted by law.
3. Why does the effort remain manageable for many SMEs?
According to the regulatory impact assessment, the vast majority of companies will incur the following costs:
- an effort of around 20 minutes in the first year
- only a few minutes in subsequent years
The additional administrative burden remains low, especially for single-person AGs, traditional SME GmbHs, and companies with a clear ownership structure.
The reason: in many cases, the beneficial owners are already registered as shareholders or executive bodies in the commercial register.
4. Art. 11 TJPG: Confirmation instead of new clarifications
The law provides for a simplified procedure for companies in which all beneficial owners are already registered as shareholders or executive bodies in the commercial register.
The company can:
- confirm via the commercial register
- that there are no other beneficial owners,
- and thus fulfill its reporting obligation.
However, the company remains responsible for the accuracy of the information.
For many SMEs, this means no complex analysis – just a formal confirmation.
Planned simplified procedures according to the draft ordinance
The draft transparency ordinance also provides for specific simplifications whereby, if the requirements are met, only a confirmation of the facts is necessary.
Art. 15 – Simplified reporting procedure for limited liability companies
A simplified reporting procedure is provided for Swiss limited liability companies if:
- all shareholders are natural persons;
- these shareholders are also the sole beneficial owners
- and control is exercised through participation in the capital.
Art. 16 – Simplified reporting procedure for single-member AGs
A simplified reporting procedure is provided for Swiss single-member AGs if:
- All shares are held by a single natural person,
- And this shareholder is the only member of the board of directors entered in the commercial register,
- And this shareholder is also the sole beneficial owner.
Important: At the time of publication, these provisions are only contained in the draft ordinance and have not yet been definitively adopted.
5. Transition periods: Who must act and when?
For AGs and GmbHs with beneficial owners already entered in the commercial register
Companies in which all beneficial owners are already entered in the commercial register as shareholders or organs have a transition period of two years from the entry into force of the law in accordance with Art. 51 para. 2 TJPG. If these companies make a change to their commercial register entry, they must make the entry in the transparency register within one month of the change.
For other companies
Shorter deadlines apply to companies with more complex structures:
- For corporations that do not meet the requirements for a regular audit, five months
- For limited liability companies that do not meet the requirements for a limited audit, six months
- Companies that make a change to their commercial register entry after the law comes into force have one month to submit the required notification.
Conclusion: Greater transparency – with a sense of proportion for AGs and GmbHs
The TJPG strengthens the international credibility of Switzerland as a business location.
For the majority of SMEs, this means:
- no structural changes
- no public disclosure
- no costly additional clarifications
- but rather formal confirmation and central registration
It is crucial that the ownership structure, share register, and share certificate register are kept up to date and accurate.
Those who work cleanly here are well prepared for the new transparency register.
Hoop is staying on top of this issue.
We are monitoring further developments, in particular the adoption of the regulation, and plan to provide SMEs with digital and efficient support for reporting to the transparency register in the future – so that this step can also be completed easily, securely, and entirely online.
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.