Why the UBO register affects every GmbH and AG
From 1 October 2026, the Federal Act on the Transparency of Legal Entities (LTPG) enters into force in Switzerland. The Act establishes a central transparency register, managed by the Federal Office of Justice (FOJ), in which limited liability companies (GmbH) and stock corporations (AG) — along with other corporate forms — must register their beneficial owners, commonly referred to as ultimate beneficial owners or UBOs (Ultimate Beneficial Owner).
Unlike in several European countries, the Swiss register is not public: the data may be accessed by the competent authorities and, to a limited extent, by financial intermediaries for the fulfilment of due diligence obligations under anti-money laundering legislation. However, the obligation to identify, verify, document and report rests entirely with the company and, ultimately, with the senior member of the governing body.
For entrepreneurs, directors and trustees managing an SME with a simple or complex corporate structure, the LTPG introduces a new compliance process to integrate into day-to-day business management — alongside accounting, audit and tax compliance.
Legal framework: LTPG and the transparency register
The LTPG, adopted by the Federal Parliament on 26 September 2025, implements the international standards of the FATF (Financial Action Task Force) on transparency of ownership structures. Its main purpose is to give Swiss authorities rapid access to accurate, up-to-date information on beneficial owners, in order to combat money laundering, organised crime and terrorist financing.
Among others, AGs, GmbHs, cooperatives, SICAVs and SICAFs are subject to the Act. In particular, listed companies (and subsidiaries controlled at more than 75%), occupational pension institutions subject to supervision, and legal entities controlled at least 75% by public bodies remain excluded.
With the entry into force of the LTPG, the provisions of the Code of Obligations (CO) requiring AGs and GmbHs to maintain an internal list of beneficial owners (Art. 697j–697m and 790a CO) are repealed. The new regime centralises information in the transparency register and strengthens verification and update obligations.
Who is a beneficial owner
The legal definition (Art. 4 LTPG) applies identically to GmbHs and AGs:
Primary criterion
A beneficial owner is any natural person who ultimately controls the company by participating in it directly or indirectly — alone or with third parties — with at least 25% of the capital or voting rights, or who controls it in another manner (fiduciary arrangements, veto rights, shareholders' agreements, holding chains).
Subsidiary criterion
If no natural person meets the 25% criterion, the senior member of the governing body is deemed the beneficial owner: for an AG, the chair of the board of directors (or the sole director); for a GmbH, the manager with individual signing authority or the person designated as senior representative.
Where holding structures, trusts or fiduciary companies are involved, the company must trace the entire chain of control back to the natural person. If the participation passes through a listed company, the information required for that share is limited to the company name, registered office and listing details.
Compliance compared: GmbH and AG
Although they share the same substantive obligations under the LTPG, GmbHs and AGs have different operational profiles that affect the complexity of UBO identification:
| Aspect | GmbH (Sagl) | AG (SA) |
|---|---|---|
| Person responsible for filings | Manager / senior member of the governing body (Art. 12 LTPG) | Chair of the board of directors or sole director |
| Identification complexity | Shares always registered by name; shareholders entered in the CR, but indirect participations via holding companies possible | Bearer shares (if permitted) obscure ownership; share register mandatory |
| Internal documentation | Share register (Art. 790 CO); mandatory access for auditor and shareholders with ≥25% of shares | Share register (Art. 686 CO); access for auditor and shareholders with ≥10% of capital |
| Simplified procedure via CR | Possible if all UBOs are already shareholders or governing bodies entered in the commercial register (Art. 11 LTPG) | Same rule; rare in AGs with bearer shares or unregistered shareholders |
| Transitional deadline (no UBO in CR) | 4 months if ordinary audit; 6 months if limited audit (opt-out) conditions not met | 3 months if ordinary audit; 5 months if ordinary audit conditions not met |
| Shareholder obligation | Shareholders acquiring control must notify the company of the UBO within one month (Art. 13 LTPG) | Same obligation for shareholders; relevant where transfers are not recorded in the CR |
| Document retention | 10 years from loss of UBO status (Art. 8 LTPG) | 10 years; list under former Art. 697j CO retained for 10 years from LTPG entry into force |
The company's four operational obligations
The LTPG imposes a continuous compliance cycle, not a one-off filing:
Identify
Collect surname, first name, date of birth, nationality, address and country of domicile, as well as information on the nature and extent of control exercised (Art. 7 LTPG).
Verify
Check the identity and UBO status with the diligence required by the circumstances, requesting supporting documents from shareholders and third parties in the chain of control.
Document
Keep information up to date and accessible at all times in Switzerland. If identification is not possible, document the attempts made and the actions taken.
Report
Submit data to the transparency register via the EasyGov.swiss platform (Art. 9 LTPG). Every change must be reported within one month of becoming aware of the fact (Art. 10 LTPG).
Deadlines: transitional period and ongoing obligations
From 1 October 2026, the register becomes operational. From 17 August 2026, voluntary filings are possible during the pilot phase. For existing companies, the following transitional deadlines apply (Art. 51 LTPG):
| Situation | Deadline | Final date |
|---|---|---|
| All UBOs already entered in the CR as shareholders or governing bodies | 2 years from entry into force | 1 October 2028 |
| AG with ordinary audit | 3 months | 1 January 2027 |
| GmbH and other companies with ordinary audit | 4 months | 1 February 2027 |
| AG without ordinary audit | 5 months | 1 March 2027 |
| GmbH and other companies not meeting limited audit (opt-out) conditions | 6 months | 1 April 2027 |
| First CR amendment after entry into force | 1 month from the amendment | Independent of deadlines above |
| New incorporation (GmbH or AG) | 1 month from CR registration | Ongoing |
Watch the event-driven deadline
If the company amends an entry in the commercial register after 1 October 2026 — for example a change of registered office, governing body or capital — it must report UBOs within one month of that amendment, even if the general transitional deadline has not yet expired. The cantonal commercial register office will inform the company at the time of the first amendment.
Liability of directors and managers
Art. 12 LTPG assigns direct responsibility for filings with the transparency register and, where applicable, the commercial register to the senior member of the governing body. The task may be delegated to other internal persons or third parties (trustee, legal adviser), but substantive liability remains with the director or manager.
In practice, this means that the chair of the board of an AG or the manager of a GmbH must ensure that:
- UBO identification is completed before the applicable deadline;
- shareholders have been contacted and have provided the required information (Art. 13–14 LTPG);
- internal documentation is accessible to the auditor and retained for ten years;
- every relevant change — transfer of shares, admission of a new shareholder, corporate reorganisation — is handled within one month.
The auditor has a right of access to documented information (Art. 8 para. 4 LTPG). Transparent and timely UBO management also facilitates opening bank relationships and checks by financial intermediaries, who from six months after entry into force may report discrepancies to the register (Art. 30 and 54 LTPG).
Practical procedure: from inventory to filing
For a typical SME, the recommended process comprises the following stages:
Preparatory stage
- Register on EasyGov.swiss and verify electronic signing powers.
- Analyse the corporate structure: direct shareholders, intermediate holding companies, trusts, usufructuaries.
- Compare the UBO list with the commercial register and the share or quota register.
- Collect copies of identity documents and proof of domicile for each UBO.
Filing stage
- Access the transparency register on EasyGov.swiss (available from 17.08.2026 in the pilot phase).
- Enter each UBO's data and the nature of control (direct share, indirect share, other).
- If all UBOs are already in the CR, consider the simplified procedure via the cantonal office (Art. 11 LTPG).
- Retain the registration confirmation and set a reminder for updates.
For companies with a simple structure — for example a GmbH with two natural-person shareholders each holding 50% — the entire process can be completed in a few hours. For AGs with bearer shares, fiduciary participations or foreign holding chains, the identification stage may take weeks and require legal advice.
Consequences of non-compliance
The LTPG provides a detailed enforcement system. The FOJ verifies compliance with filing obligations and issues warnings to non-compliant companies, indicating the consequences of failure to comply (Art. 33 LTPG). In case of inaccurate or incomplete information, the supervisory authority (FDF unit) may initiate review procedures and impose corrective measures.
| Type of violation | Consequence |
|---|---|
| Intentional breach of filing obligations or false information | Fine of up to CHF 500,000 (Art. 43 LTPG); FDF jurisdiction |
| Failure to comply with supervisory authority decisions | Fine of up to CHF 100,000 (Art. 44 LTPG) |
| Repeated violations not remedied | Suspension of corporate and property rights of the shareholder concerned (Art. 38 LTPG) |
| Serious and persistent non-compliance | Dissolution and official liquidation of the company (Art. 38 para. 3 LTPG) |
| Failure to maintain the share or quota register | Criminal fine (Art. 327a SCC, amended by the LTPG) |
On a commercial level too, a registration with an annotation in the register — indicating doubts about the accuracy or completeness of the data — can complicate relationships with banks and partners. Financial intermediaries are obliged to report discrepancies identified during due diligence checks to the register, after giving the company a reasonable period to regularise the situation.
Integrating UBOs into business management
The UBO register is not an isolated compliance task: it should be linked to the SME's other administrative processes. Orderly accounting and up-to-date corporate documentation — share or quota register, shareholders' meeting resolutions, contribution appraisals — form the basis for correctly identifying beneficial owners.
For GmbHs and AGs using accounting software such as Accountex, integration takes shape in three areas: keeping shareholder master data aligned in the management system; digitally archiving UBO identification documents with audit trail of revisions; and setting automatic reminders for update deadlines, particularly in connection with commercial register changes or extraordinary transactions (capital increase, merger, business contribution).
Ahead of the 1 October 2026 entry into force, the Federal Council and the FOJ recommend starting the UBO inventory and registration on EasyGov.swiss now. For most Swiss SMEs with a straightforward structure, careful preparation makes it possible to meet the deadlines without excessive burden — but postponing action or underestimating the complexity of intricate structures exposes directors and shareholders to avoidable administrative, criminal and reputational risks.