Switzerland’s Federal Register of Beneficial Owners: What Boards Must Do

Why Switzerland is creating a UBO register

The reform aligns Switzerland with the international anti-money-laundering standards of the FATF. The Federal Council adopted its dispatch in May 2024; Parliament passed the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners in 2025. Until now, beneficial-owner information existed only inside each company — in the internal register kept under art. 697j/697l CO. The new law adds a central layer: the same information, reported to and maintained in a federal database run by the Federal Office of Justice.

The practical consequence for boards: what was an internal bookkeeping duty becomes a reporting obligation towards the Confederation, with deadlines, verification duties and its own sanctions regime.

Who counts as a beneficial owner — the 25% threshold

The beneficial owner is the natural person who ultimately controls the entity, assessed in tiers:

• any individual holding — alone or acting in concert with others, directly or through intermediary entities — at least 25% of the share capital or voting rights;
• failing that, any individual who controls the entity by other means (contractual arrangements, veto rights, de facto control);
• failing that, as a fallback, the most senior member of the entity’s management.

For multi-level structures the chain must be traced to the top: a foreign holding company is never the answer recorded in the register — the natural person behind it is.

Which entities must report — and which are exempt

The inclusion of foreign entities with a Swiss nexus matters for international groups: a company incorporated abroad but effectively managed from Switzerland, or holding Swiss property, falls within the reporting duty even though it has no Swiss register entry of its own.

Deadlines and transitional periods

• New entities: report their beneficial owners within one month of creation.
• Changes: any change of beneficial owner, or of the recorded data, must be reported within one month.
• Existing entities: transitional window after entry into force — the draft provides in the order of three to six months depending on the legal form, with foreign entities given six months. Confirm the final calendar on admin.ch once the ordinance is published.

The recorded data covers the beneficial owner’s identity (name, date of birth, nationality, address) and the nature of their control. The entity must also verify the information with due care — a duty that goes beyond simply collecting a declaration.

Who can see the register — not the public

Unlike the commercial register — public by design, searchable by anyone through Zefix — the transparency register is confidential. Access is limited to:

• the competent authorities: prosecution, the Money Laundering Reporting Office, tax and supervisory authorities;
• financial intermediaries (banks, fiduciaries, asset managers) for their AML due diligence — as a verification aid, not a substitute for their own checks.

Nothing is published in the SOGC, and journalists or business partners have no access. Switzerland thereby follows the line drawn by the European Court of Justice against fully public UBO registers.

Sanctions

The act attaches criminal liability to the reporting duty: intentional failure to report, or reporting false information, is punishable by a fine of up to CHF 500,000; negligent breaches carry a lower ceiling. Sanctions can reach the individuals responsible — in practice the board members — not only the entity. Separately, the existing company-law sanctions of the internal regime remain: a shareholder who fails to announce the beneficial owner sees their membership rights suspended and property rights forfeited (art. 697m CO).

How the federal register fits with the company’s own registers

The federal register does not retire the company’s internal records — it sits on top of them:

The data already held in the internal register under art. 697j/697l CO is the natural starting point for the first federal filing — provided it is accurate and current, which is exactly what the transitional period will test. Discrepancies between the share register, the internal UBO register and the federal filing are the obvious audit flag.

The board’s checklist before the register goes live

1. Map the ownership chain up to the natural persons — including holdings via foreign entities, nominee arrangements and persons acting in concert.
2. Reconcile the internal registers: share register and art. 697l register complete, current and kept in Switzerland.
3. Collect and verify each beneficial owner’s identity data (name, date of birth, nationality, address) with supporting documents.
4. Assign responsibility for the federal filing and for the one-month update duty — board resolution, delegated to a director, the corporate secretary or an external mandate.
5. Check the group’s foreign entities for a Swiss nexus (branch, effective management, real estate) that triggers a Swiss reporting duty.
6. Calendar the transitional deadline applicable to your legal form once the ordinance fixes the final dates.

For a company whose owners and managers are abroad, the filing duty lands on whoever represents it in Switzerland. Keeping the registers reconciled and filing on time is part of the corporate secretarial function; where the board lacks a Swiss-domiciled member, it is typically handled under a resident director mandate together with the other register obligations.