An overview:

1. Background

Currently, persons who acquire shares in a Swiss company and thereby hold at least 25% of its capital or voting rights, must report the beneficial owner(s) to the company. Failure to comply with this reporting obligation has adverse effects on their membership and financial rights. The company itself must maintain a private register of beneficial owners that is not accessible to the public.

This regime was introduced in 2015, following a recommendation by the international organization Financial Action Task Force (FATF), with the purpose to fight money laundering and terrorist financing. However, the FATF considered the effectiveness of the existing Swiss framework to be insufficient, particularly in term of transparency of legal entities.

2. New Legislation

Against this background, in autumn 2025 the Swiss Parliament adopted the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA). In addition, the Federal Council submitted the draft implementing ordinance (LETO) for consultation among relevant Swiss authorities and industry associations.

The new legislation imposes extensive obligations on certain legal entities (in some cases also to non-Swiss entities), their participants, and their beneficial owners. These obligations include, in particular, the identification of beneficial owners, the collection and ongoing updating of their personal data, and timely reporting to the newly established transparency register, which is maintained by the Federal Office of Justice (FOJ). The transparency register is accessible only to competent authorities as well as to persons and institutions subject to the Swiss Anti-Money Laundering Act.

In the event of repeated violations, the LETA provides for measures such as the suspension of membership and financial rights or the rejection of land register entries. In addition, intentional violations may result in criminal sanctions (fines of up to CHF 500,000).

3. Required Action

The consultation procedure on the LETA ran until January 30, 2026. The entry into force of the LETA and the LETO is planned for the second half of 2026. Once in force, Swiss companies must report their beneficial owners to the Transparency Register within one month following the first amendment of a commercial register entry, but no later than (i) two years if all beneficial owners are registered in the commercial register as shareholders or governing bodies, or (ii) three to six months, depending on the company’s audit requirement, if not all beneficial owners are registered in the commercial register as shareholders or governing bodies.

To ensure compliance with the new regime, affected companies should implement ongoing identification, monitoring, and reporting processes.