Switzerland: New Beneficial Ownership Transparency Rules to Take Effect in October 2026

Switzerland will introduce new beneficial ownership transparency requirements on 1 October 2026 under the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA).

The new regime will require relevant legal entities to identify, verify and report their beneficial owners to a new Transparency Register, which will be accessible to competent authorities. The reforms are intended to improve transparency around the individuals who ultimately own or control Swiss legal entities and certain other structures.

Who Qualifies as a Beneficial Owner?

Under LETA, a beneficial owner is generally a natural person who controls a company by holding, directly or indirectly, alone or together with others, at least 25% of its capital or voting rights, or who exercises control by other means.

Where no such individual can be identified, the highest-ranking member of the company’s executive body will generally be treated as the beneficial owner on a subsidiary basis.

A company may therefore have more than one beneficial owner.

The legislation recognises four principal forms of control:

• direct participation in capital or voting rights;

• indirect participation in capital or voting rights;

• control exercised by other means; and

• control through persons acting in concert.

These categories must be considered independently, meaning businesses will need to examine their ownership and control structures carefully rather than applying a simple sequential test.

Direct Ownership

A natural person will generally qualify as a beneficial owner where they directly hold at least 25% of the capital or voting rights of the relevant company.

The assessment focuses on equity interests carrying voting rights. Depending on the corporate structure, certain financial interests that do not carry voting rights may therefore be excluded from the voting-rights calculation.

Indirect Ownership and Group Structures

The rules also apply where ownership is held indirectly through intermediary entities.

A natural person may qualify as an indirect beneficial owner where they control more than 50% of the capital or voting rights in one or more intermediary entities which, directly or indirectly, hold at least 25% of the target company.

This can apply through both vertical and horizontal ownership chains.

For example, a person may control a chain of intermediary companies leading to the target entity, or may control several separate intermediary companies whose combined interests reach the relevant threshold.

These rules may be particularly significant for complex corporate groups, investment structures and private equity arrangements.

Acting in Concert

LETA also captures situations where two or more persons coordinate their conduct in order to exercise control over a company.

This may include agreements to acquire qualifying interests together, coordinated indirect holdings through intermediary companies or arrangements to exercise voting rights jointly.

Importantly, coordinated voting may be sufficient even where the parties do not intend to acquire a formally controlling interest.

As a result, shareholder agreements and other arrangements between investors may need to be reviewed carefully when determining whether individuals should be reported as beneficial owners.

Existing Beneficial Ownership Records May Not Be Sufficient

Businesses should also be aware that the definition of beneficial ownership under LETA differs from Switzerland’s previous reporting regime.

Companies should therefore not assume that individuals previously identified as beneficial owners under the Swiss Code of Obligations will automatically satisfy the new requirements.

Existing ownership records and corporate structures may need to be reassessed before information is submitted to the new Transparency Register.

What Businesses Should Do

Companies operating in Switzerland should begin reviewing their ownership and control arrangements before the new regime takes effect.

Particular attention should be given to:

• identifying natural persons meeting the 25% ownership or voting threshold;

• analysing indirect ownership through holding companies and other intermediaries;

• reviewing shareholder and voting arrangements;

• identifying parties that may be acting in concert; and

• ensuring that beneficial ownership information can be verified and reported accurately.

More complex structures may require detailed analysis, particularly where ownership is spread across several entities or individuals.

Businesses should therefore consider preparing their internal ownership records and reporting processes in advance of the 1 October 2026 implementation date.

By Vischer, Switzerland, a Transatlantic Law International Affiliated Firm.

For further information or for any assistance please contact switzerland@transatlanticlaw.com

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