{"id":10836,"date":"2026-04-13T15:17:28","date_gmt":"2026-04-13T13:17:28","guid":{"rendered":"https:\/\/my-swiss-company.com\/?p=10836"},"modified":"2026-04-14T17:52:04","modified_gmt":"2026-04-14T15:52:04","slug":"swiss-transparency-register-beneficial-owners","status":"publish","type":"post","link":"https:\/\/my-swiss-company.com\/en\/swiss-transparency-register-beneficial-owners\/","title":{"rendered":"Swiss Transparency Register: What Your Company Must Do Before the LTPM Enters Into Force"},"content":{"rendered":"
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The Federal Act on the Transparency of Legal Entities (LTPM)<\/strong>, adopted on 26 September 2025, enters into force in the second half of 2026. Approximately 600,000 Swiss companies<\/strong> \u2014 Ltd (SA), LLC (S\u00e0rl), cooperatives \u2014 as well as certain foreign entities will be required to declare their beneficial owners<\/strong> to a new federal register. Fines of up to CHF 500,000, deadlines of 3 to 6 months, possible dissolution in case of non-compliance: here is what you need to know and do.<\/p>\n<\/div>\n

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\"Corporate<\/p>\n

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Contents<\/h3>\n
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  1. The LTPM in 2 minutes: the essentials for directors<\/a><\/li>\n
  2. Checklist: 10 steps to prepare<\/a><\/li>\n
  3. The 5 most common mistakes we see<\/a><\/li>\n
  4. Transitional deadlines: which one applies to you?<\/a><\/li>\n
  5. 3 practical examples: family LLC, holding, foreign company<\/a><\/li>\n
  6. Who is covered, who is exempt?<\/a><\/li>\n
  7. What is a beneficial owner under the LTPM?<\/a><\/li>\n
  8. Detailed obligations (companies, shareholders, trusts)<\/a><\/li>\n
  9. The register: how it works, access and discrepancy reports<\/a><\/li>\n
  10. Penalties: what you actually risk<\/a><\/li>\n
  11. How much time and money does it cost?<\/a><\/li>\n
  12. How My Swiss Company can help<\/a><\/li>\n
  13. FAQ<\/a><\/li>\n
  14. Sources<\/a><\/li>\n<\/ol>\n<\/div>\n

    <\/p>\n

    The LTPM in 2 minutes: the essentials for directors<\/h2>\n

    If you are a director of a non-listed Swiss Ltd (SA) or LLC (S\u00e0rl), you will need to disclose to the federal government who truly owns your company. This is the core of the LTPM.<\/p>\n

    \n\n\n\n\n\n\n\n\n\n\n\n
    Question<\/th>\nAnswer<\/th>\n<\/tr>\n<\/thead>\n
    What?<\/strong><\/td>\nA federal register where each company declares its beneficial owners \u2014 the natural persons who hold \u2265 25% of the share capital\/voting rights or who control the company by other means<\/td>\n<\/tr>\n
    Who?<\/strong><\/td>\nAll Ltd (SA), LLC (S\u00e0rl), cooperatives, SICAV, SICAF + foreign entities with a branch, effective management or real estate in Switzerland. Approx. 600,000 entities<\/strong><\/td>\n<\/tr>\n
    When?<\/strong><\/td>\nEntry into force: second half of 2026<\/strong>. Transitional deadlines: 3 to 6 months (or 2 years if all beneficial owners are already registered at the Commercial Register)<\/td>\n<\/tr>\n
    Where?<\/strong><\/td>\nOnline filing via EasyGov.swiss<\/strong> or through the cantonal Commercial Register office<\/td>\n<\/tr>\n
    Cost?<\/strong><\/td>\nRegistration is free<\/strong> (Art. 41 LTPM). It is the data preparation and ownership structure mapping that require time<\/td>\n<\/tr>\n
    Penalties?<\/strong><\/td>\nUp to CHF 500,000 fine<\/strong> (Art. 43 LTPM). Suspension of shareholder rights and possible dissolution for repeated breaches<\/td>\n<\/tr>\n
    Public?<\/strong><\/td>\nNo.<\/strong> The register is only accessible to authorities (police, MROS, tax authorities, FINMA) and financial intermediaries subject to the AMLA<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Source: LTPM (FF 2025 2900), adopted 26 September 2025<\/p>\n<\/div>\n

    The rest of this article details what you need to do, in what order, and the pitfalls to avoid.<\/p>\n

    <\/p>\n

    Checklist: 10 steps to prepare for the LTPM<\/h2>\n

    Here are the practical steps to take now, in logical order:<\/p>\n

      \n
    1. Check whether you are subject to the law<\/strong> \u2014 is your legal form covered by Art. 2 LTPM? If you have recently incorporated a company in Switzerland<\/a>, the deadline runs from the Commercial Register entry. Do you qualify for an exemption (listed company, subsidiary > 75%-owned by a listed entity, public body)?<\/li>\n
    2. Map your ownership structure<\/strong> \u2014 trace all chains of participation down to the natural persons. Who holds the shares, through which intermediary entities?<\/li>\n
    3. Identify your beneficial owners<\/strong> \u2014 who holds \u2265 25% of share capital or voting rights? Who exercises control by other means (shareholders’ agreement, power of attorney, articles of association)?<\/li>\n
    4. Collect the 5 mandatory data points<\/strong> \u2014 for each beneficial owner: first and last name, date of birth, nationality, address and country of residence, nature and extent of control exercised.<\/li>\n
    5. Verify their identity<\/strong> \u2014 request supporting documents: passport\/ID copy, register extract, ownership chain organisation chart.<\/li>\n
    6. Document everything<\/strong> \u2014 record all information and steps taken, including any inability to identify a beneficial owner. Mandatory retention: 10 years<\/strong> after the person ceases to be a beneficial owner.<\/li>\n
    7. Register on EasyGov.swiss<\/strong> \u2014 account validation takes several days. Do it now.<\/li>\n
    8. Determine your transitional deadline<\/strong> \u2014 3, 4, 5, 6 months or 2 years depending on your category (see table below). Set a reminder.<\/li>\n
    9. Establish an update process<\/strong> \u2014 every change (share transfer, new director, restructuring) must be reported to the register within one month<\/strong>.<\/li>\n
    10. Engage a Corporate Services Provider if needed<\/strong> \u2014 Art. 12(2) LTPM expressly allows delegation. The director remains responsible, but the professional does the work.<\/li>\n<\/ol>\n
      \n

      My Swiss Company’s Advice<\/h4>\n

      Start with steps 1 to 3. If your structure is straightforward (LLC with 2\u20133 shareholders, all registered at the Commercial Register), you can prepare the filing yourself. If your structure involves a holding company, foreign shareholders or a trust, seek professional assistance: mapping the chain of control is rarely straightforward in these cases.<\/p>\n<\/div>\n

      <\/p>\n

      The 5 most common mistakes we see<\/h2>\n

      In preparing our clients for LTPM compliance, we consistently encounter the same issues. Identifying them now avoids bottlenecks on filing day.<\/p>\n

      1. Confusing the registered shareholder with the beneficial owner<\/h3>\n

      The Commercial Register shows who is an officer<\/em> or shareholder<\/em> of the company. The beneficial owner is the natural person who exercises ultimate<\/em> control. If a Luxembourg holding company<\/a> owns 100% of your LLC (S\u00e0rl), the registered shareholder is the holding \u2014 but the beneficial owner is the natural person behind it. The LTPM requires tracing the entire chain.<\/p>\n

      2. Overlooking “control by other means”<\/h3>\n

      The LTPM goes beyond the 25% capital or voting threshold. A person who exercises control through a shareholders’ agreement, veto clause, general power of attorney or fiduciary arrangement is also a beneficial owner, even if they hold no shares. In our experience, this is the most poorly documented scenario.<\/p>\n

      3. Not having the supporting documents<\/h3>\n

      Identifying the beneficial owner is not enough: their identity must be verified with due diligence<\/strong> (Art. 7(2) LTPM) and documents must be kept for 10 years. We regularly see companies that know their shareholders perfectly well but have never requested a passport copy or certified organisation chart. On filing day, they are stuck \u2014 especially when the shareholder is based abroad and does not respond within 48 hours.<\/p>\n

      4. Forgetting the early trigger<\/h3>\n

      Even if your transitional deadline is 6 months or 2 years, any change at the Commercial Register before the deadline<\/strong> (change of director, capital increase, relocation of registered office) triggers a one-month deadline for the LTPM filing (Art. 51(1)). If you are planning a Commercial Register amendment in the coming months, prepare the LTPM filing in parallel.<\/p>\n

      5. Assuming “it’s the same as before”<\/h3>\n

      The previous regime (Art. 697j\u2013697m CO<\/a>) required a private, company-internal register. The LTPM is fundamentally different: data is submitted to a federal register<\/strong>, overseen by a dedicated authority within the FDF, with risk-based audits and a discrepancy reporting mechanism involving banks. This is a step change, not an adjustment.<\/p>\n

      <\/p>\n

      Transitional deadlines: which one applies to you?<\/h2>\n

      The deadline for making the first filing depends on your type of company and audit obligation. Identify your category in this table (Art. 51\u201353 LTPM):<\/p>\n

      \n\n\n\n\n\n\n\n\n\n\n\n
      Your situation<\/th>\nDeadline from entry into force<\/th>\n<\/tr>\n<\/thead>\n
      New company (incorporated after entry into force)<\/td>\n1 month<\/strong> after Commercial Register entry<\/td>\n<\/tr>\n
      Existing company \u2014 all beneficial owners already registered at the CR as shareholders or officers<\/td>\n2 years<\/strong> (simplified filing via CR possible, Art. 11)<\/td>\n<\/tr>\n
      Ltd (SA) subject to ordinary audit<\/td>\n3 months<\/strong><\/td>\n<\/tr>\n
      Other company subject to ordinary audit<\/td>\n4 months<\/strong><\/td>\n<\/tr>\n
      Ltd (SA) not subject to ordinary audit<\/td>\n5 months<\/strong><\/td>\n<\/tr>\n
      Other company not subject to limited audit \/ other legal entity<\/td>\n6 months<\/strong><\/td>\n<\/tr>\n
      Foreign legal entity<\/td>\n6 months<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      Source: Art. 51\u201353 LTPM<\/p>\n<\/div>\n

      \n

      Important \u2014 the early trigger<\/h4>\n

      Any change at the Commercial Register before your transitional deadline expires<\/strong> triggers a one-month<\/strong> deadline for the LTPM filing (Art. 51(1)). The cantonal CR office will inform you of this obligation at the time of your first post-entry-into-force amendment.<\/p>\n<\/div>\n

      <\/p>\n

      3 practical examples of LTPM compliance support<\/h2>\n

      Here are three typical scenarios we handle at My Swiss Company, with the specific steps for each:<\/p>\n

      \n\n\n\n\n\n\n\n
      Profile<\/th>\nSituation<\/th>\nWhat we do<\/th>\nDeadline<\/th>\n<\/tr>\n<\/thead>\n
      Family LLC in Zug<\/strong>
      \n(3 shareholders, all at CR)<\/td>\n      		Simple structure: all 3 shareholders are the beneficial owners and are already registered at the Commercial Register<\/td>\nSimplified filing via the cantonal CR office (Art. 11 LTPM). Collection of ID documents. Confirmation that no other beneficial owner exists.<\/td>\n2 years max<\/td>\n<\/tr>\n
      Holding Ltd in Geneva<\/strong>
      \n(Luxembourg corporate shareholder, 40%)<\/td>\n      		One shareholder is a Luxembourg legal entity. The beneficial owner is the natural person behind that entity \u2014 the chain must be traced.<\/td>\nMapping of the indirect chain of control. Document requests to Luxembourg (passport, organisation chart, register extract). Filing via EasyGov with chain documentation.<\/td>\n3 to 5 months<\/td>\n<\/tr>\n
      UK Limited<\/strong>
      \n(effective management in Lucerne + real estate)<\/td>\n      		English law company managed from Switzerland, owning commercial real estate<\/td>\nDual obligation: transparency register filing + list of holders (Art. 18). Designation of MSC as representative in Switzerland (Art. 17(2)). Coordination with the Land Register (Art. 40).<\/td>\n6 months<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

      Typical scenarios \u2014 My Swiss Company SA, Geneva \/ Lucerne \/ Zug<\/p>\n<\/div>\n

      <\/p>\n

      Who is covered, who is exempt?<\/h2>\n

      All non-listed Ltd (SA), LLC (S\u00e0rl), cooperatives, SICAV, SICAF and limited partnerships for collective investment are subject to the LTPM (Art. 2). Foreign legal entities with a branch in Switzerland<\/a>, effective management in Switzerland or real estate in Switzerland are also covered.<\/p>\n

      Exemptions (Art. 3 LTPM)<\/h3>\n