With the adoption of the TJPG and the revision of the GwG, Switzerland is moving closer to international standards. The core element is the introduction of a central transparency register for beneficial owners. For those subject to KYC obligations, this represents a paradigm shift: away from purely internal documentation towards state-monitored reporting requirements and enhanced verification obligations.
On 26 September 2025, the Swiss Parliament passed the Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) and the revision of the Anti-Money Laundering Act (AMLA).
The TJPG creates a central federal register maintained by the FDJP, in which all registered companies must enter their beneficial owners. The register is not public: access is restricted to law enforcement authorities, the MROS, tax authorities within the framework of information exchange, as well as financial intermediaries and advisors subject to the AMLA in the fulfilment of their due diligence obligations. A control body based at the FDF monitors the completeness and timeliness of the entries.
Who is required to register?
All legal entities under Swiss private law (AG, GmbH, cooperatives, SICAV, SICAF) as well as foreign legal entities with a branch, effective administrative headquarters or real estate in Switzerland are covered, thus closing a gap that had previously existed for offshore structures with Swiss real estate portfolios. Exceptions are listed companies (and their majority subsidiaries above 75%), foundations, associations and partnerships.
The decisive factor is not the formal shareholding ratio, but the control actually exercised. The beneficial owner is the person who directly or indirectly holds at least 25% of the capital or voting rights through veto rights, voting agreements, convertible bonds, fiduciary relationships or de facto influence. In the case of indirect participation via intermediate companies, the following applies: anyone who holds at least 50% of the voting rights or capital in such a company is considered to be the beneficial owner of the downstream company.
If no beneficial owner can be determined, the subsidiary solution applies: the most senior member of the management, typically the CEO or Chairman of the Board of Directors, is reported as the beneficial owner.
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Information to be reported for each beneficial owner (Art. 7 TJPG): Full name · Date of birth · All nationalities · Residential address · Type and extent of control. For shareholding control, also the shareholding class: 25–50%, 50–75% or over 75%. |
The TJPG establishes an independent organisational obligation under company law. Delegation does not relieve the body of responsibility; the board of directors, management and foundation board remain personally responsible.
Investigate: Active clarification and plausibility check, not merely acceptance of self-reported information. Shareholders have a legal obligation to cooperate and must provide information within one month; if they refuse, the supervisory authority may suspend company and property rights.
Verify: Check information using appropriate documents (copies of ID cards, extracts from the commercial register, shareholder agreements). Retention obligation: ten years.
Electronic reporting: Initial reporting via EasyGov or the cantonal commercial register office. The process is free of charge.
Keep up to date: Any changes, share transfers, address changes or group restructuring must be reported within one month.
III. Transitional periods (Art. 51 TJPG)
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Type of Company |
Transitional Period (max.) |
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Public limited company with regular audit requirements |
3 months |
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Other companies subject to regular auditing requirements |
4 months |
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Public limited company without regular auditing requirements |
5 months |
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Other companies not subject to audit |
6 months |
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Companies in which all WB are already registered as shareholders or bodies in the HR |
2 years |
Subjection to the GwG is activity-related, not status-related: lawyers who file contractual claims remain unaffected. Those who set up a holding structure or act as directors of a domiciliary company are now subject to the GwG. The dividing line runs between legal representation and economic structural involvement.
Activities now subject to the AMLA include: structuring companies or assets; establishing, administering or managing legal entities; assuming positions as a board member, trustee or nominee; providing a registered office or domicile; participating in real estate transactions; and activities that are objectively likely to make it more difficult to identify beneficial owners.
If an activity subject to supervision is involved, the full AMLA due diligence obligations apply: identification of the contracting party, determination of the beneficial owner, risk-based customer assessment, ongoing transaction monitoring and documentation. If there is reasonable suspicion, there is an obligation to report to MROS.
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Professional secrecy and reporting obligations: Attorney-client privilege fully protects the traditional role of advising and representing clients. However, if the same solicitor acts as a trustee, executive body or structural designer, they assume a role that is comparable to that of a financial intermediary under the Anti-Money Laundering Act — and professional secrecy does not protect this function in the same way. Law firms need a clear internal classification of clients. Borderline cases must be documented. |
The TJPG sanctions system has two levels:
| Facts of the Case |
Penalty |
Legal Basis |
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Intentional violation of reporting obligations, false statements, refusal to cooperate |
Fines up to CHF 500'000 |
Art. 43 TJPG |
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Failure to comply with official orders issued by the inspection authority |
Fines up to CHF 100'000 |
Art. 44 TJPG |
| Statue of Limitations |
7 years |
Art. 45 TJPG |
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Competent law enforcement authority |
Federal Department of Finance (FDF) |
Art. 43 ff. TJPG |
The implications for board members are considerable: transparency requirements are part of the organisational and supervisory duties under company law (Art. 716a CO). A board member who fails to establish internal control mechanisms may be held personally liable, even if these duties have been delegated. Particularly exposed are governing bodies of holding structures, foreign companies with Swiss real estate interests and companies with complex chains of ownership.
Advisors subject to the Anti-Money Laundering Act (AMLA) face additional supervisory and disciplinary measures in the event of violations and, in cases of intent or gross negligence, criminal consequences.
The legislation is scheduled to come into force in October 2026. The transition periods of three to six months leave little room for manoeuvre. Anyone starting in the summer of 2026 will find themselves under time pressure in complex structures.
Companies: Document the complete ownership and control structure (direct holdings, indirect chains, fiduciary relationships, special rights). Identify beneficial owners above the 25% threshold, obtain and verify supporting documents. Set up an internal change reporting mechanism. Inform shareholders of their legal obligation to cooperate and, if possible, secure this contractually.
Lawyers and notaries: Classify entire client portfolio: purely advisory/forensic vs. structuring/administrative/corporate. For the latter, establish AML compliance framework: adapt client acceptance processes, identification forms, risk assessments, documentation requirements.
Financial intermediaries: Integrate transparency registers as a supplementary source of verification — not as a substitute for your own KYC checks. Set up an internal process for the 30-day reporting obligation in the event of register discrepancies. Conduct training on the new register reporting obligations and the extended application of the Anti-Money Laundering Act.
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This article is for general information purposes only and does not constitute legal or compliance advice.