Switzerland is introducing a central register of beneficial ownership for its companies. The Swiss Transparency Register, created by the LETA (Federal Act on the Transparency of Legal Entities), is expected to enter into force in the second half of 2026. The compliance deadlines that follow are short, so boards, shareholders and trustees should understand the new rules now.

What is the LETA, and why is Switzerland introducing it now?

The LETA is Switzerland’s response to international standards on combating financial crime. It replaces the internal registers that companies have kept under the Code of Obligations (CO) with a single, centralised system.

The main elements are as follows:

• A new central register. A federal electronic register of beneficial owners, maintained by the Swiss Federal Office of Justice.
• Non-public access. Unlike the public registers in some EU states, access is restricted to Swiss authorities and to financial intermediaries (banks, asset managers and AMLA-regulated advisers) verifying their due diligence. The general public has no access.
• Repeal of the old regime. The CO’s internal reporting and register-keeping rules (Art. 697j et seq. and Art. 790a CO) are repealed in full.

The aim is to close the gaps that allow opaque structures to be misused, reinforcing Switzerland’s defences against money laundering Switzerland has faced pressure to address, and protecting the integrity of the financial centre. In short, responsibility moves from companies keeping their own internal lists to a regulator holding a single, verified record.

Which entities fall under the scope, and who is exempt?

The first compliance question is whether your entity falls within the scope of the new rules.

Entities required to report:

• Stock corporations (AG / SA)
• Limited liability companies (GmbH / Sàrl)
• Investment companies with variable or fixed capital (SICAV / SICAF)
• Limited partnerships for collective investments
• Foreign legal entities with a Swiss nexus, by analogy, where they operate a Swiss branch, have their place of effective management in Switzerland, or own Swiss real estate (including offshore foundations)

Entities outside the scope or exempt:

• Associations, foundations and partnerships, which are excluded from the registration requirement
• Listed companies, and entities controlled (directly or indirectly) more than 75% by a listed company
• Pension funds
• Entities at least 75% owned by public bodies

Note the cross-border reach. The cooperation and reporting duties can apply to foreign shareholders and beneficial owners even where they have no direct link to Switzerland. Anyone in the chain of control over a Swiss reporting entity is likely to be affected.

How is a “Beneficial Owner” precisely defined?

The LETA uses the same definition of beneficial owner as the Swiss Anti-Money Laundering Act (AMLA), which keeps the concept consistent across the two regimes.

Under the LETA, a beneficial owner Switzerland recognises is any natural person who ultimately controls an entity, directly or indirectly, alone or together with others, by:

• holding at least 25% of the capital or voting rights, or
• exercising control in any other way (contractual, structural or de facto).

There is also a default rule. If no beneficial owner can be identified, for example where shares are widely dispersed below 25% and no one otherwise controls the company, the highest-ranking member of the managing body is treated as the beneficial owner.

This matters in practice because the LETA definition does not match the older CO definition. A report that was correct under the previous regime may no longer be correct, so existing reports should be reviewed rather than carried over unchanged.

What are the risks and sanctions for non-compliance?

The consequences of non-compliance are significant and warrant board-level attention.

Administrative measures follow a cascading catalogue:

1. An order to submit, correct or delete information
2. For serious breaches, suspension of the shareholder’s participation and economic rights
3. As a measure of last resort (ultima ratio), dissolution and liquidation of the entity

Criminal sanctions include:

• Fines of up to CHF 500,000 for anyone who wilfully breaches the reporting or disclosure obligations or provides false information
• Fines of up to CHF 100,000 for failing to comply with an authority’s order
• Liability for breaching the reporting obligation, which generally falls on the responsible natural persons, typically the highest-ranking member of the governing body in a Swiss company
• Liability for breaching disclosure obligations, which can extend to foreign parties

Because personal liability rests with directors and officers, and the ultimate sanction is dissolution of the company, these obligations should not be treated as administrative formalities.

What should companies and trustees do now, and how does Lindemann Law help?

The transitional windows are short, so preparation should begin before the law enters into force.

The timeline, once the LETA enters into force, is as follows:

• Initial report: within one month of the first change to your commercial register entry after entry into force.
• Absolute backstops apply in any event:
  • Two years for entities whose beneficial owners are all already registered as shareholders or directors and officers in the commercial register.
  • Three to six months for other entities, depending on the legal form and audit obligations.

Existing reports may already satisfy part of the obligation. A shareholder’s LETA reporting duty is considered fulfilled where they have already complied under the CO and the persons previously reported correspond to the beneficial owners as defined by the LETA. Only where the LETA requires additional information must it be supplied, and the entity may request this from shareholders within one month. The exercise is therefore to confirm and complete existing reports rather than to rebuild all of them.

Trustees are in a particular position:

• Trustees resident or administered in Switzerland must obtain, verify, document and retain information on the trust’s beneficial owners (settlor, trustees, protectors, beneficiaries and anyone else who ultimately controls the trust).
• Trusts are not entered in the register and have no direct filing obligation, but the information must be kept readily available in Switzerland at all times.
• No transitional period applies to trustees; their obligations apply from the date the law enters into force.
• Where a trust holds a qualifying interest in, or controls, a Swiss reporting entity, that entity must report the trust-related information.

LINDEMANNLAW supports clients across the following steps:

• Scope assessment: confirming whether an entity, or a foreign structure with a Swiss nexus, falls within the rules.
• Beneficial ownership analysis: mapping control through multi-layered and cross-border ownership, and resolving default-rule cases.
• Review of existing reports: testing CO-era filings against the LETA definition, confirming those that remain valid and identifying where further information is required.
• Process design: establishing the internal identify, verify, document and report workflow that authorities will expect.
• Trusts and complex structures: addressing the trustee duties that have no transitional period.

Conclusion

The Swiss Transparency Register introduces one of the more significant corporate compliance obligations for Swiss businesses in recent years. Short deadlines, personal liability for directors, substantial fines and the possibility of dissolution together make early preparation advisable. Companies that map their ownership, review their existing reports and prepare their reporting processes before the rollout in the second half of 2026 will be in a stronger position than those that wait.

To assess your exposure and put a compliant reporting structure in place ahead of the deadline, contact Dr. Alexander Schiemenz and Nazik El Mahjoubi at LINDEMANNLAW for a review of your entities, shareholders and trust arrangements.