Switzerland – New UBO Transparency Register and Beneficial Ownership Reporting Requirements

Switzerland has confirmed the introduction of a new UBO Transparency Register, requiring Swiss legal entities and certain foreign entities with a Swiss nexus to register and maintain Ultimate Beneficial Owner (UBO) information.

The new framework, introduced under the Legal Entities Transparency Act (LETA), took effect on the 1^st of October 2026 and establishes formal beneficial ownership reporting requirements for a broad range of entities operating in or connected to Switzerland.

The reform represents one of the most significant changes to Switzerland’s corporate transparency framework in recent years. While the obligation to maintain share registers for Swiss companies remains unchanged, the existing internal UBO register requirements will be replaced by a central transparency regime designed to strengthen the identification of individuals who ultimately own or control legal entities.

Regulatory Background

The Swiss Federal Council has confirmed the 1^st of October 2026 as the date on which the Legal Entities Transparency Act (LETA) and related amendments to the Anti-Money Laundering Act (AMLA) enter into force.

The legislation follows approval by the Swiss Parliament and introduces a central UBO Transparency Register administered by the Federal Office of Justice (FOJ).

The new framework aims to improve corporate transparency by requiring entities to identify and register individuals who ultimately own or control them, while also introducing ongoing reporting obligations and formal procedures for addressing discrepancies in beneficial ownership information.

Registrations will generally be submitted electronically through the EasyGov platform, with certain filings made through the relevant Cantonal Commercial Register where applicable.

Applicability and Scope

The requirements apply to a broad range of Swiss legal entities, including:

• Companies limited by shares (AG/SA)
• Limited liability companies (GmbH/Sàrl)
• Cooperatives
• SICAVs and SICAFs
• Limited partnerships for collective investments

The rules also apply to foreign entities that have a sufficient Swiss nexus, including through:

• A Swiss branch
• Effective management in Switzerland
• Real estate ownership in Switzerland

Certain entities are exempt from the reporting requirements, including:

• Listed companies
• Subsidiaries that are at least 75% owned by listed companies
• Certain pension institutions
• Entities that are at least 75% owned by public authorities or public bodies

Definition of a UBO

Under LETA, a UBO is generally any natural person who ultimately controls an entity, whether directly or indirectly.

A person is considered a controlling person where they:

• Control at least 25% of the capital of an entity
• Control at least 25% of the voting rights
• Exercise ultimate control through other means

The rules are designed to identify the individuals who ultimately influence or control a legal entity regardless of how ownership is structured.

Registration Deadlines

Registration deadlines vary depending on the type of entity.

From the 1^st of October 2026, initial registration periods include:

• Three months for companies limited by shares (AG/SA) subject to an ordinary audit
• Five months for companies limited by shares not subject to an ordinary audit
• Four months for other Swiss legal entities subject to an ordinary audit
• Six months for non-Swiss entities with a Swiss nexus and other qualifying entities
• One month for newly incorporated Swiss legal entities following Commercial Register registration

A longer two-year transitional period is available in specific circumstances where beneficial ownership information is already reflected through existing Commercial Register records.

Information Required and Ongoing Obligations

For each UBO, entities must generally report:

• Full name
• Date of birth
• Nationality
• Country and address of residence
• Nature and extent of control exercised

Additional information may be required depending on the ownership structure.

Where a company cannot satisfactorily identify or verify a UBO, the entity must document the steps undertaken and notify the register of the inability to identify the beneficial owner, together with prescribed information relating to senior management.

The framework also introduces ongoing reporting obligations.

Any change to registered UBO information must generally be reported within one month of the entity becoming aware of the change, or by the applicable initial registration deadline, whichever occurs first.

Public Access and Reporting of Discrepancies

Unlike some beneficial ownership registers implemented elsewhere, the Swiss UBO Transparency Register will not be publicly accessible.

Access will be restricted to:

• Competent Swiss authorities
• Other persons specifically authorised under LETA

Financial intermediaries and authorities accessing the register will be required to report material discrepancies identified between registered UBO information and information obtained through their own customer due diligence processes.

This is intended to support the accuracy and ongoing integrity of beneficial ownership information held within the register.

Risks of Non-Compliance

The legislation introduces significant penalties for non-compliance.

Potential sanctions include fines of up to CHF 500,000.

In addition, responsibility for compliance generally rests with the highest member of the executive body, who may be subject to criminal proceedings where reporting obligations are not fulfilled.

Entities should therefore ensure ownership structures are reviewed, beneficial owners identified and reporting processes established ahead of the implementation deadlines.

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• Assessing whether an entity falls within scope of the new requirements
• Identifying reportable beneficial owners
• Reviewing ownership and control structures
• Preparing registration information and supporting documentation
• Assisting with initial UBO registrations
• Managing ongoing reporting obligations and updates
• Coordinating EasyGov registration processes and required authorisations

For assistance, please contact [email protected]