The End of Swiss Discretion?

The Swiss Transparency Register under the LETA

The Federal Act on the Transparency of Legal Entities (LETA) entered into force on 1 October 2026: what changes for Swiss companies and their shareholders, including those resident in France

KEY TAKEAWAYS ▪     Since 1 October 2026, most unlisted Swiss companies (AG/SA, GmbH/SARL, cooperatives, SICAVs, SICAFs, KmGK) and certain foreign entities must identify their beneficial owners and report them to a central, non-public federal register maintained by the Federal Office of Justice. ▪     A beneficial owner is the natural person who controls the company, alone or in concert, directly or indirectly, in particular by holding at least 25% of the capital or voting rights, or by any other means. ▪     Initial filings fall due on a staggered basis from 1 January 2027, but any amendment to the commercial register entry made after 1 October 2026 shortens the deadline to one month. ▪     Wilful breaches carry fines of up to CHF 500,000, alongside the possible suspension of defaulting shareholders’ rights and, as a last resort, dissolution of the company.

1. BACKGROUND AND ARCHITECTURE OF THE REFORM

Adopted by the Federal Parliament on 26 September 2025, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA; LTPM in French, TJPG in German) entered into force on 1 October 2026, together with its implementing ordinance (LETO). The reform strengthens Switzerland’s anti-money-laundering framework and brings it into line with international standards, notably those of the FATF.

Until now, Swiss law merely required companies to keep an internal register of beneficial owners, fed by notifications from shareholders. The reform marks a paradigm shift: information is now centralised in a federal register (the Swiss Transparency Register, or TranspaReg), and responsibility for it lies first and foremost with the company itself, which must identify, verify, document and report.

The register is not publicly accessible. Access is limited to designated authorities (criminal prosecution authorities and the Money Laundering Reporting Office Switzerland, MROS, among others) and to financial intermediaries subject to the Anti-Money Laundering Act (AMLA) for the purposes of their due diligence obligations.

 

2. SCOPE

Entities in scope

• in principle, all Swiss companies: companies limited by shares, partnerships limited by shares, limited liability companies, cooperatives, and corporate collective investment schemes (SICAVs, SICAFs and limited partnerships for collective investment);
• foreign legal entities with (i) a branch registered in the Swiss commercial register, (ii) their effective management in Switzerland, or (iii) real estate in Switzerland, including acquisitions subject to authorisation under the Lex Koller regime;
• trustees domiciled in Switzerland and trustees of trusts administered in Switzerland, to the extent they are not already subject to the AMLA.

 

Main exemptions

Exempt are, in particular: listed companies and their subsidiaries held directly or indirectly more than 75% by listed companies, associations, foundations, sole proprietorships, partnerships (general and limited partnerships), supervised occupational pension institutions, and entities at least 75% held by public authorities.

 

FOCUS ON FRANCO-SWISS STRUCTURES The effective management in Switzerland criterion calls for particular care. A French company (SAS, SARL, family holding company) whose managing director has relocated to Switzerland and which in practice takes its strategic decisions there may fall within the scope of the LETA, even without a registered branch. The issue mirrors the familiar international tax concept of the place of effective management under tax treaties. A filing with the Swiss register could be read as evidence that effective management is located in Switzerland; conversely, failing to file where the criteria are met triggers exposure to sanctions. The two analyses must therefore be conducted consistently, especially when a director transfers his or her residence. Likewise, a foreign company (for example a French SCI or a holding company) that owns real estate in Switzerland is in scope, irrespective of any other connection with Switzerland.

3. WHO IS A BENEFICIAL OWNER?

The beneficial owner is the natural person who ultimately and effectively controls the company (directly or indirectly, alone or in concert with others) and derives an economic interest from it. The Act distinguishes three forms of control:

• Direct participation: holding at least 25% of the capital or voting rights.
• Indirect participation: holding more than 50% of one or more intermediary entities which in turn hold at least 25% of the capital or voting rights of the company.
• Control by other means: the power to appoint the majority of the board of directors, to determine profit distributions, or to block certain resolutions of the governing bodies through veto rights, for instance under a shareholders’ agreement.

Persons acting in concert, coordinating their conduct by mutual agreement, are deemed beneficial owners if they jointly reach the relevant thresholds. The analysis therefore cannot stop at the share register: it requires a review of shareholders’ agreements, call and put options, voting arrangements and fiduciary relationships.

 

The chain of control

Where the chain of control involves at least two intermediaries (persons or entities), or includes a trust or a fiduciary relationship(including nominee arrangements), the company must also obtain and report information on each link in the chain. The same applies where any beneficial owner is subject to international sanctions.

 

No beneficial owner vs. unidentifiable beneficial owner: two distinct scenarios

• No natural person meets the criteria (e.g. widely dispersed ownership): the company reports the most senior member of its management body, i.e. the CEO where executive management has been delegated, otherwise the chair of the board (or, for a GmbH/SARL, the chair of the management).
• A beneficial owner exists but cannot be identified or satisfactorily verified: the company must document the steps taken, report all information available to it and designate the most senior member of its management body as the person responsible for providing information. This scenario, which signals a compliance difficulty, must not be confused with the first one.

 

4. OBLIGATIONS OF THE COMPANY AND ITS SHAREHOLDERS

Identify, verify, document

The company must identify its beneficial owners with the diligence required by the circumstances and may request supporting documents from its shareholders and third parties for that purpose. All information and documents must be kept current, be accessible in Switzerland at all times and be retained for ten years after a person has ceased to be a beneficial owner.

 

Report

For each beneficial owner, the filing includes: full name, date of birth, all nationalities, municipality (with postcode) and country of domicile, the AHV/AVS number or, failing that, a copy of a passport, identity card or Swiss residence permit, together with the nature of control (alone or in concert, direct or indirect, by participation or by other means) and, where control results from a participation, the applicable band: 25–50%, over 50–75% or over 75%.

Beneficial owners resident in France will generally not hold an AHV/AVS number, so a copy of a valid identity document should be collected in advance.

 

A cascading notification system

• the beneficial owner must disclose his or her status to the relevant shareholder or, where control is exercised by other means or through intermediaries, directly to the company;
• the shareholder who acquires a controlling interest, alone or in concert, must notify the company of the beneficial owner;
• the company bears the primary obligation to file with the register.

Notifications already made under the former regime need not be repeated where the persons reported remain beneficial owners under the new Act, although additional data (date of birth, nationalities) will often need to be collected.

 

End of the internal register

Swiss law no longer requires companies to keep an internal register of beneficial owners. Registers kept under the former regime must nonetheless be retained until 1 October 2036. The share register, by contrast, must still be kept and updated.

 

5. TIMETABLE: TRANSITIONAL DEADLINES… OFTEN SHORTENED

Companies incorporated on or after 1 October 2026 must file within one month of registration in the commercial register. For existing companies, the transitional deadlines are as follows:

 

Type of company	Initial filing due by
Companies limited by shares subject to an ordinary audit	1 January 2027
Other companies subject to an ordinary audit	1 February 2027
Companies limited by shares not subject to an ordinary audit (limited audit or opting-out)	1 March 2027
Other Swiss companies and foreign legal entities	1 April 2027
Companies whose beneficial owners are all already registered in the commercial register as shareholders or members of a governing body	1 October 2028

THE SHORTENED-DEADLINE TRAP The first amendment to the commercial register entry made after 1 October 2026 (change of director, new signatory, transfer of registered office, amendment to the articles) triggers a one-month deadline for the initial filing, regardless of the transitional deadline that would otherwise apply. Any corporate action (board changes, capital increase, restructuring) must therefore now be planned with the LETA filing built in, ideally prepared ahead of the application for registration.

Updates

Any change to the reported information must be filed within one month of the company becoming aware of it. As regards changes in shareholdings, only the crossing of the 25%, 50% or 75% thresholds of capital or voting rights must be reported.

 

6. FILING IN PRACTICE

Filings are made electronically on the federal EasyGov platform (easygov.swiss). The company must designate at least one person authorised to act on its behalf; the authorisation form is sent by post to the registered office, after which the authorised person registers and authenticates on the platform. As this takes time, it should be started early, particularly for companies whose registered office is a domiciliation address or whose directors live abroad.

A simplified filing may be made with the cantonal commercial registry, in connection with an application for registration, where all beneficial owners are already registered as members (GmbH/SARL) or as members of a governing body. Simplified procedures are also available for straightforward structures, such as a single-shareholder company limited by shares meeting certain criteria.

 

7. SANCTIONS AND RESPONSIBILITY

Wilful breaches of the filing obligations are punishable by fines of up to CHF 500,000, which may be imposed on the company, its shareholders and the beneficial owners responsible for the breach. Negligence is not punishable, but dolus eventualis is sufficient. Given the evidentiary stakes, carefully documented compliance is strongly recommended.

Within the company, criminal liability generally attaches to the person responsible for the filing, while internal responsibility rests with the most senior member of the management body. In the case of repeated or unremedied breaches, the supervisory authority may also suspend the participation and economic rights of defaulting shareholders and, as a last resort, order the dissolution and liquidation of the company.

 

8. COMPARATIVE VIEW: THE SWISS REGISTER AND THE FRENCH RBE

For clients familiar with the French register of beneficial owners (registre des bénéficiaires effectifs, RBE), a few differences are worth highlighting:

	Switzerland (LETA)	France (RBE)
Ownership threshold	At least 25% of capital or voting rights	More than 25% of capital or voting rights
Indirect control	More than 50% of an intermediary holding at least 25%	Based on control along the chain of ownership
Access	Non-public: authorities and AMLA intermediaries	Restricted since the 2022 CJEU ruling (WM and Sovim)
Level of detail	Bands (25–50%, >50–75%, >75%)	Percentages reported
Chain of control	Every link reported where there are two or more intermediaries, or a trust or fiduciary arrangement	Beneficial owners only; specific rules for fiducies and trusts

The same person may thus be a beneficial owner under Swiss law without being one under French law (typically a shareholder holding exactly 25%). Franco-Swiss groups cannot simply transpose their RBE filings.

 

OUR RECOMMENDATIONS

• Map the group or family entities that may fall within the scope of the LETA, including foreign companies with effective management or real estate in Switzerland.
• Determine the applicable deadline for each entity and identify upcoming corporate actions that could shorten it.
• Designate and register now the person responsible for filings on EasyGov.
• Reconstruct the full chain of control: holding companies, shareholders’ agreements, options, nominee or warehousing arrangements, fiducies and trusts, concerted action.
• Collect and verify the data and supporting documents for each beneficial owner, and document the diligence performed.
• Put in place a monitoring process to detect threshold crossings and changes in circumstances within the one-month deadline.
• For Franco-Swiss structures, align the LETA analysis with the tax analysis (place of effective management, directors’ residence) and with French reporting obligations (RBE).

 

Polaris Avocats, with offices in Paris and Zurich, assists clients in identifying their beneficial owners, determining the applicable deadlines, preparing and submitting filings, and aligning these obligations with their Franco-Swiss tax position.