The End of Swiss Discretion?

The Swiss Transparency Register under the LETA

The Federal Act on the Transparency of Legal Entities (LETA) took effect on October 1, 2026: what changes does this bring for Swiss companies and their shareholders, including those residing in France?

KEY TAKEAWAYS ▪ As of October 1, 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 registry maintained by the Federal Office of Justice. ▪ A beneficial owner is the individual who controls the company, either alone or in concert with others, directly or indirectly, in particular by holding at least 25% of the capital or voting rights, or by any other means. ▪ Initial filings are due on a staggered basis starting January 1, 2027, but any amendment to the commercial register entry made after October 1, 2026, shortens the deadline to one month. ▪ Wilful violations are subject to fines of up to CHF 500,000, as well as the possible suspension of the rights of non-compliant shareholders and, as a last resort, the dissolution of the company.

1. BACKGROUND AND ARCHITECTURE OF THE REFORM

Adopted by the Federal Parliament on September 26, 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 October 1, 2026, along 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 maintain an internal register of beneficial owners, based on notifications from shareholders. The reform marks a paradigm shift: information is now centralized in a federal registry (the Swiss Transparency Registry, or TranspaReg), and responsibility for it lies first and foremost with the company itself, which must identify, verify, document, and report.

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

 

2. SCOPE

Entities within the scope

• In principle, all Swiss companies: joint-stock companies, limited partnerships with share capital, limited liability companies, cooperatives, and corporate collective investment schemes (SICAVs, SICAFs, and limited partnerships for collective investment);
• foreign legal entities that (i) have a branch registered in the Swiss Commercial Register, (ii) have their effective management in Switzerland, or (iii) own real estate in Switzerland, including acquisitions subject to authorization under the Lex Koller regime;
• trustees domiciled in Switzerland and trustees of trusts administered in Switzerland, to the extent that they are not already subject to the AMLA.

 

Major Exemptions

Exempt entities include, in particular: publicly traded companies and their subsidiaries in which publicly traded companies hold, directly or indirectly, more than 75 percent of the ownership interest; associations; foundations; sole proprietorships; partnerships (general and limited partnerships); supervised occupational pension institutions; and entities in which public authorities hold at least 75 percent of the ownership interest.

 

FOCUS ON FRENCH-SWISS STRUCTURES The “effective management in Switzerland” criterion requires particular attention. A French company (SAS, SARL, or family holding company) whose managing director has relocated to Switzerland and which, in practice, makes its strategic decisions there may fall within the scope of the LETA, even without a registered branch. This issue mirrors the well-known international tax concept of the place of effective management under tax treaties. A filing with the Swiss registry could be interpreted as evidence that effective management is located in Switzerland; conversely, failing to file when the criteria are met results in exposure to sanctions. The two analyses must therefore be conducted consistently, especially when a director changes his or her residence. Similarly, a foreign company (such as a French SCI or a holding company) that owns real estate in Switzerland is subject to this provision, regardless of any other connection to 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 ownership: holding more than 50% of one or more intermediary entities, which in turn hold at least 25% of the company’s capital or voting rights.
• Control by other means: the power to appoint a majority of the board of directors, to determine profit distributions, or to block certain resolutions of the governing bodies through veto rights, for example under a shareholders’ agreement.

Persons acting in concert—that is, coordinating their conduct by mutual agreement—are deemed beneficial owners if they jointly meet the relevant thresholds. The analysis therefore cannot be limited to 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 individual meets the criteria (e.g., widely dispersed ownership): the company reports the most senior member of its governing body, i.e., the CEO if executive management has been delegated, or otherwise the chair of the board (or, for a GmbH/SARL, the chair of the management board).
• If 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 indicates a compliance issue, 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 due 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 up to date, be accessible in Switzerland at all times, and be retained for ten years after a person has ceased to be a beneficial owner.

 

Postponement

For each beneficial owner, the filing includes: full name, date of birth, all nationalities, municipality (with ZIP code) and country of domicile, the AHV/AVS number or, if none is available, a copy of a passport, identity card, or Swiss residence permit, along with the nature of control (alone or in concert, direct or indirect, through ownership interest or by other means) and, where control results from an ownership interest, the applicable range: 25–50%, over 50–75%, or over 75%.

Beneficial owners who are residents of France generally do not have an AHV/AVS number, so a copy of a valid identification document should be obtained 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, either alone or in concert with others, must notify the company of the beneficial owner;
• The company has the primary responsibility for filing with the registry.

Notifications already filed under the previous regime do not need to be repeated if the persons reported remain beneficial owners under the new Act, although additional information (date of birth, nationalities) will often need to be collected.

 

End of the internal register

Swiss law no longer requires companies to maintain an internal register of beneficial owners. Registers maintained under the previous system must nevertheless be retained until October 1, 2036. The share register, on the other hand, must still be maintained and updated.

 

5. TIMETABLE: TRANSITIONAL DEADLINES… OFTEN SHORTENED

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

 

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

THE SHORTENED-DEADLINE TRAP The first amendment to the commercial register entry made after October 1, 2026 (change of director, new signatory, transfer of registered office, amendment to the articles of incorporation) 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 factored in, ideally prepared in advance 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. With regard to 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 submitted electronically via the federal EasyGov platform (easygov.swiss). The company must designate at least one person authorized to act on its behalf; the authorization form is mailed to the registered office, after which the authorized person registers and verifies their identity on the platform. Since this process 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 submitted to the cantonal commercial registry in connection with an application for registration if 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 corporation limited by shares that meets certain criteria.

 

7. SANCTIONS AND LIABILITY

Intentional breaches of 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 implications, carefully documented compliance is strongly recommended.

Within the company, criminal liability generally falls on the person responsible for filing the documents, while internal responsibility rests with the most senior member of the management body. In the case of repeated or unrectified violations, the supervisory authority may also suspend the participation and economic rights of non-compliant shareholders and, as a last resort, order the dissolution and liquidation of the company.

 

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

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

	Switzerland (LETA)	France (RBE)
Ownership Threshold	At least 25% of the capital or voting rights	More than 25% of the capital or voting rights
Indirect control	More than 50% of an intermediary holding at least 25%	Based on control throughout 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%)	Reported percentages
Chain of custody	Every link reported where there are two or more intermediaries, or a trust or fiduciary arrangement	Beneficial owners only; specific rules for fiduciaries and trusts

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

 

OUR RECOMMENDATIONS

• Identify 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 the person responsible for filings on EasyGov now.
• Reconstruct the entire chain of control: holding companies, shareholders’ agreements, stock options, nominee or warehousing arrangements, fiduciaries and trusts, and concerted action.
• Collect and verify the data and supporting documents for each beneficial owner, and document the due diligence performed.
• Establish 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 requirements (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.