What Share Register & Beneficial Owner Records are
Share Register & Beneficial Owner Records are the core internal registers Swiss companies must keep to document who owns the company and who ultimately controls it.
In practice, these records are essential for:
• confirming voting rights and dividend rights
• passing bank onboarding and recurring KYC reviews
• satisfying Swiss corporate recordkeeping duties
• protecting the company against disputes over ownership or authority
For Swiss AG/SA, the key register is the share register (shareholders and usufructuaries).
For Swiss GmbH/Sàrl, there is a similar register of members/capital contributions, and members are publicly visible in the Commercial Register.
For both forms, there is a beneficial owner (BO/UBO) register obligation in defined cases (notably when a holding reaches 25%+).
Who this service is for
This service is relevant for:
• foreign-owned Swiss subsidiaries that need a bank-ready ownership file
• multi-shareholder companies (founders + investors)
• groups with holding structures, share transfers, or capital changes
• companies with joint signatures and local representation requirements
• businesses preparing for due diligence (investment, M&A, enterprise procurement)
Why these registers matter in Switzerland
Share register is the “proof layer” for shareholder rights
For an AG/SA, Swiss law requires companies issuing registered shares to maintain a share register, updated on an ongoing basis.
The share register is not public, but it determines who is treated as a shareholder internally and who can exercise shareholder rights.
Beneficial owner records are an AML-driven obligation
When someone acquires 25% or more of the share capital or voting rights in a non-listed Swiss company, Swiss law requires the acquirer to notify the company of the beneficial owner. The company must then keep a register of notified beneficial owners and keep it accessible in Switzerland.
Your Swiss resident representative must be able to access these registers
Swiss SME guidance emphasises that the Swiss-resident representative must have access to the share register and beneficial owner information (and related lists, where relevant).
What must be recorded
For AG/SA: Share Register (shareholders register)
Swiss guidance summarises the key requirements:
• list of registered shares
• names and addresses of shareholders and usufructuaries
• continuous updates reflecting current ownership
• the register must be accessible in Switzerland at any time (for authorised access)
For GmbH/Sàrl: Members / capital contributions register
For a GmbH/Sàrl, the company maintains a register of capital contributions/members (similar discipline), and—importantly—members and their holdings are publicly visible in the Commercial Register.
Beneficial Owner register (for 25%+ holdings)
When the 25% threshold is reached:
• the acquirer must notify the company in writing within one month
• the notice must include the beneficial owner’s name and address
• the company must register the notified BOs and keep the register accessible in Switzerland
Practical timing notes (used by many advisers): updates to BO information should be notified when details change; some guidance highlights deadlines (for example, notifying changes within a defined period).
Legal and business consequences if records are wrong
Suspension of shareholder rights for non-compliance
Swiss corporate rules provide for suspension of participation/property rights where beneficial owner notification duties are not met.
Civil and criminal exposure for responsible persons
Failure to keep accurate registers can create civil liability and, in some cases, criminal consequences for responsible officers/directors.
Banking friction and operational freezes
Banks frequently request:
• ownership chart + current share register extract (internal)
• BO/UBO evidence and supporting documents
• proof that registers are maintained and accessible in Switzerland
If the corporate file is inconsistent, bank onboarding and even routine account changes can stall.
How YUDEY manages Share Register & Beneficial Owner Records
1) Corporate record audit (current state)
We verify:
• current shareholders/members and actual holdings
• existing share register / members register format and completeness
• beneficial owner notifications (25%+ triggers) and whether the BO register is up to date
• where registers are stored and who can access them in Switzerland
2) Register rebuild (if needed)
If records are incomplete, we rebuild them to a defensible standard:
• register structure (fields, version control, evidence attachments)
• ownership change log (what changed, when, and why)
• supporting documents repository aligned with each entry
3) Ongoing maintenance protocol
We implement a simple but strict operating system:
• “ownership change trigger list” (share transfer, capital increase, pledges, conversions)
• notification templates and internal deadlines
• approval workflow for updates
• periodic internal review schedule (quarterly for active groups; annually for stable ownership)
4) Retention and access discipline
Swiss guidance indicates:
• registers must be kept for the life of the company and for 10 years after deletion of the company from the Commercial Register
• supporting documents must be retained for 10 years after deletion of the relevant person from the register
We set storage rules so the company can produce evidence quickly during KYC, audits, or disputes.
What is changing in 2026: the new federal BO register
Switzerland is moving toward a centralised beneficial ownership regime. In late 2025, Switzerland adopted the Legal Entities Transparency Act (LETA) and launched work on implementing ordinances, including a centralised federal beneficial owner register maintained at the federal level.
Several legal updates and market briefings indicate the framework is expected to come into effect around mid-2026, with companies required to report BO information to the new register and keep it updated.
What to do now (practical preparation):
• ensure your internal share register and BO records are accurate today
• confirm that your Swiss-resident representative has access to the registers
• build a clean BO evidence file (so future reporting is fast and defensible)
FAQ
Do we need a share register for every Swiss company?
For AG/SA issuing registered shares, yes—Swiss guidance describes it as a mandatory register.
For GmbH/Sàrl, there is a members/capital contributions register and members are visible in the Commercial Register.
Is the share register public?
No, the AG/SA share register is not public, and shareholders are generally not publicly listed (with limited exceptions such as founders in founding documents).
When do beneficial owner obligations apply?
When an acquirer reaches or exceeds 25% of share capital or voting rights in a non-listed company, they must notify the company, and the company must keep the BO register accordingly.
What happens if a shareholder does not disclose the beneficial owner?
The law provides for suspension of rights linked to non-compliance with reporting obligations, and advisers often highlight significant consequences in practice.
Do we need to keep registers physically in Switzerland?
Swiss guidance requires registers to be accessible in Switzerland at any time to persons with rights of access.
How long must we keep supporting documents?
Swiss guidance indicates 10-year retention rules for registers and supporting documents (including after deletion events).
Will the new federal BO register replace today’s approach?
Many briefings indicate LETA will introduce a federal register and new reporting duties, altering how BO information is handled.
What do banks typically request?
Banks often request ownership charts, BO evidence, and confirmation that registers are maintained and accessible; a clean internal file reduces repeated KYC cycles.
Why companies choose YUDEY
• bank-ready ownership and BO files designed to withstand scrutiny
• controlled governance: updates tied to formal approvals and evidence trails
• Swiss access discipline: registers accessible locally and maintained consistently
• premium execution for investor entry, restructurings, and high-value contracting
If you want, share your legal form (GmbH/Sàrl or AG/SA), current ownership split, and whether any shareholder is at 25%+. We will return a fixed-scope plan to rebuild or maintain your share register and beneficial owner records to a premium, bank-ready standard.