TLEA and the Transparency Register: What Will Change for Swiss Companies from 1 October 2026

On 1 October 2026, the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TLEA) and the revised Anti-Money Laundering Act (AMLA) will enter into force. For companies subject to the new rules, the framework introduces obligations to identify, verify and report beneficial owners. Preparing in advance makes it possible to turn these new requirements into an orderly and manageable process.

For many businesses, the ownership structure may appear, at least at first glance, relatively straightforward: there are partners, shareholders, the board of directors and the individuals authorised to represent the company.

The main information is already contained in the company’s corporate records and, in many cases, also in the Commercial Register.

From 1 October 2026, however, this picture will need to be completed for many Swiss companies.

With the entry into force of the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TLEA), Switzerland will introduce a Transparency Register containing information on the natural persons who ultimately control entities subject to the Act. The register will be maintained by the Federal Office of Justice (FOJ) and will not be public.

Its purpose is to strengthen the transparency of corporate structures and make the fight against money laundering, terrorist financing and financial crime more effective.

In practice, however, the key question for a business owner is another one: who actually controls my company, and am I currently able to prove it?

Knowing who the shareholder is is not enough

The central concept under the new legislation is that of the beneficial owner.

In simple terms, this is the natural person who ultimately owns or controls a business, or who is its ultimate economic beneficiary, according to the criteria laid down by law.

Where a company is directly owned by one or more natural persons, identification may be relatively straightforward.

The situation changes when the structure includes other companies, holding companies, indirect shareholdings or agreements that give a person decisive influence over decision-making.

In such cases, it is not sufficient to stop at the first level of the ownership structure. The ownership and control chain must be traced through to the natural persons who ultimately exercise control.

Among the criteria laid down by the legislation, particular importance is attached to holding, directly or indirectly, at least 25% of the capital or voting rights. Control may, however, also arise through other mechanisms, including certain agreements or other forms of influence.

This is precisely where the new requirement may become more demanding for some SMEs.

The challenge is not so much reporting a name as correctly reconstructing the reality of ownership and control and being able to document it.

Commercial Register and Transparency Register: two different functions

A question many business owners may ask is:

“If my shareholders and directors are already entered in the Commercial Register, why is another register necessary?”

Because the two instruments serve different purposes.

The Commercial Register records the legally relevant elements of the company, including its legal form, capital, governing bodies and powers of representation.

The Transparency Register has a different and specific purpose: to collect and make available to the authorities and other persons authorised by law information concerning the natural persons who ultimately control corporate structures subject to the TLEA.

The two systems are not, however, entirely separate. The Commercial Register may also play a role in the procedures introduced by the new legislation and, in certain circumstances, information that is already available may be used to simplify compliance.

The distinction becomes particularly clear when one company is controlled by another company.

Imagine a Swiss SME owned by a holding company, which is in turn controlled by two natural persons.

Formally, the shareholder of the SME is the holding company.

In substance, however, there are natural persons behind that holding company who exercise control.

That is the level the new legislation is intended to reach.

Which companies will be affected?

The scope of the TLEA is broad, but not every Swiss business will be subject to the new requirement.

The principal legal forms concerned include: companies limited by shares (AG/SA), limited liability companies (GmbH/Sàrl), cooperatives, partnerships limited by shares, investment companies with variable capital (SICAVs), investment companies with fixed capital (SICAFs) and limited partnerships for collective investment schemes.

Specific provisions also apply to certain legal entities governed by foreign law, for example where they have a registered branch in Switzerland, their effective administration is located in Switzerland or they own certain real estate in Switzerland.

Certain categories are excluded, including sole proprietorships and other partnerships, as well as certain listed companies and subsidiaries predominantly controlled by listed companies. Exclusions are also provided for certain pension structures and for legal entities that are at least 75% owned by one or more public bodies.

For an SME, therefore, the first step is not yet registration.

It is to determine whether the company falls within the scope of the TLEA.

The Transparency Register will not be public

It is important to be clear on this point.

The new Transparency Register will not be a public register freely accessible to anyone.

Access will be restricted to the authorities specified by law and, within the scope of their respective duties, to persons subject to anti-money laundering legislation.

The objective is therefore not to make the ownership structures of Swiss SMEs publicly available.

Rather, it is to enable the competent authorities to identify quickly and reliably the natural persons who ultimately stand behind a corporate structure.

This distinction is also important in understanding the nature of the new framework.

It is a system of transparency towards the authorities and other persons whom the law authorises to access the information.

The obligation does not end with the first report

One of the most important aspects of the new legislation is that this is not a one-off compliance exercise.

Entities subject to the rules must:

identify → verify → document → report their beneficial owners and ensure that the information remains accurate and up to date.

For each beneficial owner, the information required by law must be reported, including name, date of birth, nationality, place of residence and the nature and extent of the control exercised.

This means that a change in the ownership structure should not be regarded solely as a corporate change. It may also constitute information that must be updated within the transparency system.

The principle is therefore that the information must be maintained over time, rather than being treated as a snapshot taken only once.

Who makes the report?

Here too, it is useful to distinguish responsibility from the practical execution of the requirement.

The report is made by the highest-ranking member of the company’s governing body.

The task may, however, be delegated to a person within the company or to a third party, who is formally authorised to submit the reports and acts as the contact person vis-à-vis the authority.

The possibility of delegating the practical submission of the report does not, however, remove the responsibility of the company and the competent governing body for complying with the legal obligations.

For an SME, this means that the requirement can be integrated into ordinary administrative processes, including with the support of its fiduciary or professional adviser.

The business owner does not necessarily have to handle the process personally, but must ensure that it is properly organised and that the information used is complete, documented and up to date.

Simplified procedures are available for straightforward structures

Not all businesses will face the same level of complexity. The legislation provides for simplified procedures in certain circumstances.

For a limited liability company (GmbH/Sàrl), for example, a simplified procedure may be available where all partners are natural persons and the persons to be reported are the same partners who hold at least 25% of the capital, provided that the other conditions laid down by the legislation are met.

A simplified procedure is also available for certain companies limited by shares with a single shareholder who is a natural person, provided the statutory conditions are satisfied, including the required correspondence between the shareholder, the beneficial owner and the member of the governing body specified by the procedure.

The situation becomes more complex, however, where there are holding companies, indirect shareholdings, foreign companies, several levels of control, shareholder agreements, multiple beneficial owners or ownership structures that cannot immediately be traced back to a single natural person.

In these cases, the reconstruction of the ownership chain requires particular attention.

The framework changes on 1 October, but there is no single “deadline for everyone”

The issue of deadlines deserves particular attention.

The TLEA will enter into force on 1 October 2026. Transitional provisions apply to legal entities that already exist, with the deadlines for fulfilling the reporting obligations beginning to run from that date.

For this reason, it would be misleading to describe 1 October simply as a “deadline for everyone”.

1 October is above all the date on which the new regime becomes applicable and from which the deadlines laid down in the transitional provisions begin to run.

For businesses, this means that it is advisable to reach that date having already clarified their ownership structure, collected the necessary documentation and identified the natural persons who must be reported.

The specific deadlines may depend on the company’s circumstances and the applicable procedure. It is therefore advisable to determine in good time exactly which compliance requirements apply to the company.

Waiting until the last minute risks turning a manageable obligation into an urgent task. How to prepare: structure first, reporting second

The Swiss Confederation has made tools and guidance available to help companies prepare for the introduction of the new system.

Reports will be submitted through EasyGov, the digital platform used for the Transparency Register.

Preparation, however, should not begin with filling in a form.

It should begin with the company’s corporate documentation.

• Who are the actual shareholders or partners today?
• Do the recorded ownership interests still reflect the actual situation?
• Are there any intermediary companies?
• Are there shareholder or partnership agreements that influence control?
• Does the holding structure still reflect the way in which the business is actually governed?

These are useful questions regardless of the new register.

From 2026, they will also become an integral part of the new transparency framework.

A structured approach can therefore be summarised in four steps:

1. Reconstruct the ownership structure

Review direct and indirect shareholdings, intermediary companies, any holding companies and relevant agreements.

2. Identify the beneficial owner

Identify the natural person or persons who exercise control according to the criteria laid down by law.

3. Verify and document

Collect the documentation required to establish the identity of the beneficial owner and the nature of the control exercised.

4. Submit and keep the report up to date

Provide the required information and update it whenever relevant changes occur.

This exercise may be relatively simple when the corporate structure is straightforward.

It can take more time where a company has grown over the years and its organisation has become more complex.

A pilot phase is already under way

There is a particularly interesting opportunity for companies wishing to prepare in advance.

In June 2026, the Confederation launched a pilot project to test the new register and the associated digital processes.

Following an initial phase restricted to a selected group of companies, from 17 August to 30 September 2026 the pilot project will be open to a larger number of businesses wishing to participate, within the limit provided for by the relevant ordinance.

Reports are submitted through EasyGov. Participation is voluntary and free of charge and requires the consent of the natural persons whose data are processed.

Participation in the pilot project may provide a practical opportunity to become familiar with the procedure before the legislation enters into force.

It is also important to know that, unless consent to participation is withdrawn within the prescribed period, the data entered during the pilot project will automatically be transferred to the Transparency Register.

It is therefore a useful opportunity, but one that should be approached with the same care as the definitive compliance process.

TLEA and AMLA: two reforms entering into force at the same time

The TLEA will not be the only legislation entering into force on 1 October 2026.

The revision of the Federal Act on Combating Money Laundering and Terrorist Financing (AMLA) will also enter into force on the same date.

The two reforms are closely connected by the objective of strengthening the transparency of corporate structures and Switzerland’s framework for preventing and combating money laundering and financial crime.

The revised AMLA also extends due diligence obligations to certain professional advisory activities considered to present a higher level of risk, particularly in certain areas relating to real estate transactions and the establishment or structuring of legal entities.

This does not mean that every advisory activity or every fiduciary firm will automatically become subject to the AMLA.

Whether the legislation applies depends on the specific nature of the activity performed and on the conditions laid down by law.

For businesses, the message is important: from 1 October 2026, transparency regarding ownership and control will become even more significant in dealings with professionals and intermediaries subject to anti-money laundering obligations.

In Ticino too, preparation starts with correctly reconstructing the structure

The TLEA is a federal law and therefore applies uniformly to companies based in the Canton of Ticino as well.

For companies in Ticino, the cantonal Commercial Register has also prepared operational guidance relating to the new requirements.

The local dimension does not therefore change the substance of the rules, but it makes it particularly useful to coordinate the new compliance obligations with the corporate documentation already maintained by the company and with the ordinary filings made with the Commercial Register.

For an SME in Ticino, this may be a good opportunity to verify whether the position reflected in its corporate documentation actually corresponds to its current ownership and control structure.

Even small corporate changes may require attention

An SME may easily assume that the issue mainly concerns large groups or international structures.

That is not necessarily the case.

Even a family business may encounter situations that require review:

• the entry of a new shareholder or partner;
• the transfer of shares or ownership interests between family members;
• the establishment of a holding company;
• a shareholding held through another company;
• an agreement between shareholders that changes the balance of control;
• a change in the structure of a group company.

These are normal events in the life of a business.

Under the new system, it will become even more important for such changes to be accompanied by proper management of ownership and control information.

Corporate transparency will therefore increasingly become part of the company’s ordinary management processes.

The real value lies in the quality of the information

The new legislation introduces an additional level of responsibility for businesses.

Simply providing data is not enough. The data must be accurate, complete, verifiable and up to date.

The system is based on self-reporting: entities subject to the legislation are responsible for identifying, verifying and reporting their beneficial owners and for ensuring that the information remains current.

Data quality therefore becomes an integral part of compliance.

That is precisely why preparation should begin with the company’s corporate documentation, rather than simply entering information into a platform.

• First, clarify the structure;
• Then establish who actually exercises control;
• Document the position;
• Finally, submit the report.

It is a simpler and, above all, safer approach.

A fiduciary can turn a new obligation into an orderly process

When new legislation enters into force, the business owner’s first reaction is often:

“What do I need to do?”

Good professional advice should also help answer a second question:

“How can I organise this obligation so that it does not become a problem every time something changes?”

This is where the role of a fiduciary can go beyond basic administrative support.

Reviewing the corporate structure, reconstructing possible chains of control, identifying beneficial owners, gathering documentation and correctly preparing the required information are all activities that can be integrated into the company’s ordinary management processes.

A fiduciary can also help ensure that the process remains up to date over time, particularly when changes occur in the ownership structure or in the mechanisms of control.

It is nevertheless important to distinguish professional support from the responsibility imposed by law: delegating the practical submission of the report does not remove the obligations imposed on the company and its competent governing body.

The objective should therefore not simply be to “register”.

It should be to know at all times who actually controls the company and to maintain documentation that is consistent with that reality.

The framework changes on 1 October. Preparing in advance is the simplest choice.

The Transparency Register represents an important development in the Swiss corporate system.

On 1 October 2026, the TLEA and the revised AMLA will enter into force. For companies subject to the new rules, the framework will introduce new obligations to identify, verify, document and report beneficial owners, together with the obligation to keep the information up to date.

There is, however, no need to wait until the legislation enters into force before taking action.

The ownership structure can be reviewed today.

The documentation can be collected today.

Any chains of control can be reconstructed today.

And for interested companies, the pilot phase already provides an opportunity to become familiar with the new system before the legislation enters into force.

The advice is therefore simple: do not wait until the new obligation becomes urgent.

As is often the case in business management, the real advantage does not lie in avoiding a new compliance requirement.

It lies in addressing it while there is still enough time to do it properly.

In this process, a fiduciary can become the trusted point of reference that turns a new regulatory requirement into an orderly, straightforward and manageable process over time.

Assessing your company’s situation

The introduction of the Transparency Register represents a new compliance obligation, but also an opportunity to verify that the ownership structure and the related documentation are up to date and consistent with the company’s actual circumstances.

Fidav can support business owners in assessing the obligations applicable to their company, reconstructing the ownership structure, identifying beneficial owners and preparing the required information, helping to integrate the new requirements into the company’s ordinary management processes.

For further information or to assess your company’s situation, please contact us at info@fidav.ch.