First filings in Switzerland's transparency register and the cohort deadlines from 1 January 2027

What changed on 1 October 2026

Until 30 September 2026 the identification of beneficial owners of Swiss companies rested on the Code of Obligations: a shareholder who reached or crossed 25 per cent reported the beneficial owner to the company under Article 697j, and the company kept a register of those reports under Article 697l. Those provisions, Articles 697j to 697m and 790a of the Code, were repealed on 1 October 2026 and replaced by the Transparency of Legal Entities Act (TJPG, AS 2026 323). The company's internal duty survives in a new form, and a federal register sits above it. Article 20 places the register with the Federal Office of Justice, Article 22 makes filing electronic and allows the Federal Council to prescribe an electronic platform, and the Office takes filings through EasyGov.swiss. The Office announced on 1 October 2026 that the register had opened, that data entered in the pilot could be carried into it without a new filing, and that some services, for example the full register search and the discrepancy report, would follow later; its published answers on the register are the guidance referred to below.

The entities within the Act are listed in Article 2. Article 2(1)(a) names the Swiss forms: stock corporations, partnerships limited by shares, limited liability companies, cooperatives, and the collective investment forms of the SICAV, the SICAF and the limited partnership for collective investment. Article 2(1)(b) reaches foreign legal persons that have a registered branch in Switzerland, have their actual management in Switzerland, or own Swiss real estate or acquire it within the meaning of Article 4 of the Federal Act on the Acquisition of Real Estate by Persons Abroad (the Lex Koller). Article 2(2) subjects trustees who are resident in or administer trusts from Switzerland and are not themselves subject to the Anti-Money Laundering Act to the identification and record-keeping duties of Articles 15 and 16; trusts are not entered in the register. Article 3 exempts listed companies and the subsidiaries they hold above 75 per cent, pension institutions, and entities held at least 75 per cent by public bodies. Associations and foundations as such are not covered.

The cohorts, and how the Office counts

Article 51 sets the transitional periods for Swiss legal entities that existed on 1 October 2026, and it works in two layers. The first is a trigger: an existing Swiss company must file within one month after its first commercial register change following entry into force, and at the latest within the periods of the second layer (Article 51(1)), so the trigger matters where it ends before the cohort date. The Office's answers count that month from the publication of the change in the Swiss Official Gazette of Commerce, so a change of director, auditor, address or signatory published on 20 October 2026 must be followed by the filing by 20 November 2026. The second layer is a backstop by form and audit regime. Where every beneficial owner already appears in the commercial register as a partner or member of an organ, the period is two years under Article 51(2), whether the filing is made directly or, under Article 11, through the cantonal commercial register office together with a commercial register filing; the one-month trigger still applies. Separately, Articles 35 and 36 of the implementing ordinance (TJPV) allow a simplified procedure for two kinds of company: a GmbH whose shareholders are all natural persons and whose beneficial owners are all among them, and a stock corporation whose sole shareholder is a natural person, its only registered board member and its only beneficial owner; in each case the company must not be in liquidation, bankruptcy or a debt-restructuring moratorium. Otherwise it is three months for a stock corporation subject to ordinary audit, four months for other companies subject to ordinary audit, five months for a stock corporation not subject to ordinary audit, and six months for other companies and other legal persons. The Office's answers state that ordinary audit here means only the ordinary audit under Article 727 of the Code of Obligations, not the limited audit under Article 727a; they place stock corporations under limited audit in the five-month period of Article 51(3)(c), and describe the wording of letter (d), which refers to companies that do not meet the requirements for a limited audit, as imprecise, reading it as covering companies not subject to ordinary audit. On the wording of letter (c), a stock corporation that has opted out of the audit also falls in the five-month period.

The Act states periods, not dates, and the Office computes the five-month period as running to 1 March 2027 and the six-month period to 1 April 2027. On the same method the three-month period runs to 1 January 2027 and the four-month period to 1 February 2027; those two dates are our computation, not the Office's statement. The Act and the ordinance contain no rule on periods that end on a Saturday, Sunday or public holiday, and the Office has not said whether a general rule applies, so a stock corporation under ordinary audit should treat 31 December 2026 as its planning date and file before the holidays. Foreign entities within Article 2(1)(b) have six months under Article 53, to 1 April 2027 on the same method, with one step that does not wait: Article 40 requires a foreign entity acquiring Swiss real estate to prove its registration when entry in the land register is applied for, failing which the land registration is suspended and the entity has ten days to file, and the Office's answers state that this applies to every acquisition from 1 October 2026 whatever the six-month period. A foreign buyer of Swiss property closing in the fourth quarter of 2026 therefore files first.

What the filing contains, and the chain behind it

Article 4 treats as beneficial owner every natural person who ultimately controls the company by holding, directly or indirectly, alone or with others, at least 25 per cent of the capital or the votes, or by controlling it in another way; where no person meets those criteria, the most senior member of the managing body is the beneficial owner, and where the company cannot identify or verify its beneficial owner, Article 9(3) requires it to say so in the filing. The ordinance (TJPV, AS 2026 364) defines the indirect route as a control test: a person controls through an indirect holding where he or she holds more than 50 per cent of the capital or votes of one or more intermediate entities that themselves hold, directly or indirectly, at least 25 per cent of the company (Article 2(2) TJPV). Percentages are not multiplied through the chain: a person with 60 per cent of a holding company that owns 30 per cent qualifies. The Office's answers give the example of a 30 per cent shareholder of a sole parent who is not a beneficial owner, although control in another way or acting in concert (Articles 3 and 4 TJPV) can still bring such a person in. Article 9(1) lists what is filed for each beneficial owner: name, date of birth, nationality, municipality and state of residence, and the nature and extent of the control. The ordinance adds the postcode and every nationality, and requires the company to establish whether the person has an AHV number and, if not, to obtain a copy of a passport, identity card or Swiss foreign national's permit (Articles 10 and 20(1) TJPV). The filing states whether control is exercised alone or in concert, directly or indirectly, and through a holding or in another way, and places a holding in one of three bands: 25 to 50 per cent, over 50 up to 75 per cent, or over 75 per cent (Articles 12 and 13(1) TJPV); for indirect control the band is that of the direct holding in the company (Article 13(3) TJPV). Information on each link of the control chain is required only where the chain has at least two intermediaries, includes a trust or fiduciary relationship, or a beneficial owner is subject to asset-freezing measures (Article 15 TJPV). A newly formed entity files within one month of its entry in the commercial register under Article 9(4), and changes are filed within one month of the company becoming aware of them under Article 10, although a change in a holding must be filed only where it crosses one of those bands, and changes of name, legal form, seat or postcode made in the commercial register need not be filed (Article 39(3) and (4) TJPV). Article 12 makes the most senior member of the managing body responsible for the filings under Articles 9 to 11; the task can be delegated within the company or to a third party, but the responsibility stays with that person. Article 13 keeps the shareholder in the chain: a shareholder or partner whose holding, alone or with others, allows ultimate control must report the beneficial owner to the company within one month after control arises, and Article 14 requires the beneficial owner to report to that shareholder, or directly to the company where control is exercised through a chain or in another way, and to cooperate in verification.

The information an entity collected under the old Article 697j is not lost: under Article 49 the shareholders' reports made under Articles 697j and 790a count as reports under the new Article 13 where the persons reported are beneficial owners under the new law, and they remain the starting point for the first filing. For a well-kept company the first filing starts from those reports, checked against the ordinance's control test and completed with the information the ordinance requires; for a badly kept one it is a reconstruction. In our judgement the reconstruction cases are the ones to start now: layered foreign holding structures, nominee arrangements inherited from earlier owners, and trusts above Swiss companies whose trustees have not been asked the question since the Code of Obligations duty was introduced.

Who can see it, and what it costs to get wrong

The register is not public. Articles 25 to 28 confine access to the control body, the authorities named in the Act, financial intermediaries and advisers within the Anti-Money Laundering Act for the performance of their due diligence duties, and the entity itself for its own entry, and Article 46(4) excludes the data on natural and legal persons from access under the Freedom of Information Act. A financial intermediary within Article 2(2) and (3) of the Anti-Money Laundering Act that finds a difference between the register and its own information must report it to the register within thirty days under Article 30(2) where the difference raises doubts about the accuracy, completeness or currency of the entry and persists after the client has been told of it and given a reasonable period to correct it (Article 30(1)); advisers may consult the register under Article 27 but have no reporting duty under Article 30. Article 54(1) defers the intermediaries' duty for six months, to 1 April 2027 on the Office's method. An intermediary that then finds a company is not entered in the register must ask whether the company falls under the two-year period of Article 51(2); if the company confirms that it does, the intermediary need not report differences until that period ends (Article 54(2)). Under Article 56 TJPV, differences need not be reported where they arise from the different rules of the anti-money laundering legislation, in particular its definition of the beneficial owner of a domiciliary company, or where an entry has not yet been made or updated and the period for it has not expired; the intermediary's file should record why a difference falls outside the duty.

Article 43 makes an intentional breach of the duties under Articles 9 to 14 and 17, and false statements to the control body, punishable by a fine of up to CHF 500,000; Article 44 punishes disregard of a final order of the control body with a fine of up to CHF 100,000; Article 45 applies the Federal Act on Administrative Criminal Law, places prosecution with the Federal Department of Finance and sets a limitation period of seven years. Articles 43 and 44 punish the person who commits the breach, the Federal Act on Administrative Criminal Law in principle directs penalties for breaches committed in a company's business at the natural persons who acted, and Article 12 makes the most senior member of the managing body responsible for the filings.

Before the year end

Boards and owners of Swiss companies should do six things in the remaining weeks of 2026. Classify each Swiss entity into its cohort, by legal form and by whether Article 727 of the Code applies, and diarise the computed date. Check the commercial register for changes made or planned since 1 October 2026, because the first such change has started or will start a one-month clock that applies wherever it ends before the cohort date. Decide whether the two-year period under Article 51(2) is available, which it is only where every beneficial owner is already in the commercial register as a partner or organ, and which for most companies with a holding structure above them it is not. Reconcile the Article 697j reports, the bank's know-your-customer file and any foreign register against each other, and document the reasons for differences. Set up access to the platform early: it requires a UID, a written authority signed in accordance with the registered signing authority on a form sent by post, and the registration and identity-checked authentication of each authorised person (Articles 27 to 30 TJPV); the Office's answers state that a third party such as a fiduciary may file, and that the authority letter goes to the registered seat. And for foreign entities that hold or are about to acquire Swiss real estate, file now, before the land register is asked for the proof.

What this means for you

• Find your cohort and your date. Three months for stock corporations under ordinary audit (1 January 2027 on the Office's method, so 31 December 2026 in practice), four for other companies under ordinary audit, five for other stock corporations, six for other companies and legal persons and for foreign entities, unless the two-year period below applies. The Office reads ordinary audit as the audit under Article 727 of the Code only.
• The first commercial register change moves you to one month. The clock runs from publication in the Swiss Official Gazette of Commerce: the filing is due one month after publication or by the cohort date, whichever is earlier (Article 51(1)).
• The two-year period is narrow. It applies under Article 51(2) only where every beneficial owner is already in the commercial register as a partner or organ, whether the filing is made directly or through the register under Article 11. Companies with a holding above them will usually file directly within their cohort.
• Start the identification work now. Shareholders' reports under Articles 697j and 790a count under Article 49 where the persons reported are beneficial owners under the new law. Check them against the ordinance's test for indirect control: more than 50 per cent of an intermediate entity that holds at least 25 per cent (Article 2(2) TJPV). Where they are incomplete, or where trusts, nominees or layered foreign holdings sit above the Swiss company, the identification work is the critical path.
• Foreign buyers of Swiss property file first. Article 40 requires a foreign entity to prove its registration when the land register is asked to enter the acquisition, and the Office states that this applies from 1 October 2026 whatever the six-month period.
• Expect the register to be read against your other files. From 1 April 2027 on the Office's method, a financial intermediary must report within thirty days a difference that raises doubts about the beneficial-owner information and persists after the client has had a reasonable period to correct it. Differences that flow from the anti-money laundering rules need not be reported (Article 56 TJPV), but document why the two differ where they do.

Isak Legal advises Swiss companies and their foreign owners on beneficial-ownership analysis, on the reconciliation of register, bank and group records, and on the Swiss and cross-border AML duties that attach to the same facts, working with Swiss counsel where required. See our Sanctions and AML, Corporate and Switzerland pages, or get in touch.

This client update is provided for general information only, reflects the position as at 14 October 2026 and does not constitute legal advice or create a lawyer-client relationship. The statutory position is taken from the Transparency of Legal Entities Act as published in AS 2026 323 and its implementing ordinance (TJPV, AS 2026 364), both in force since 1 October 2026; the ordinance is cited for the points stated and is not summarised in full. The Federal Office of Justice's published answers and announcements are the register authority's guidance and rank below the Act; the dates of 1 January and 1 February 2027 are our computation on the Office's stated method, and the Act itself states periods, not dates. Verify the current texts and your entity's commercial register history at the official sources linked above before acting. For advice on a specific matter, please contact us.