Switzerland’s new Beneficial Owner Transparency Register

What happened

In late 2025, Switzerland adopted a new federal framework that strengthens corporate transparency and introduces a centralised approach to identifying and recording beneficial owners (UBOs). This package includes a dedicated transparency act and related anti-money laundering (AML) updates, moving Switzerland closer to international standards and reducing reliance on fragmented records across different sources.

Why this matters for founders, SMEs, and group structures

For many companies, UBO information already exists “somewhere” (share register, internal governance files, bank KYC packs, fiduciary records). The upcoming regime raises the bar by requiring consistent, up-to-date, and traceable UBO data and clearer internal responsibility for keeping it correct.

This is especially relevant if you:

  • onboard investors (even small minority stakes),

  • use holding or layered ownership,

  • have shareholders outside Switzerland,

  • operate through a branch/subsidiary,

  • rely on external directors, nominee signatories, or fiduciary support,

  • plan banking, licensing, or cross-border tax structuring.

What will likely change in practice

While the exact operational details depend on the final implementing ordinances and the go-live date, the direction is clear:

1) A central federal transparency register

The new framework provides for a central register intended to give certain authorities faster access to reliable beneficial ownership information.

2) New and more standardised obligations for legal entities

The law consolidates and strengthens rules that were previously spread across different acts and provisions. The practical outcome: companies should expect more uniform reporting and maintenance duties around beneficial owner data.

3) “Keep it updated” becomes a core compliance duty

A key operational challenge for SMEs is not the first-time identification of owners, but continuous updates when:

  • shares are transferred,

  • voting rights change,

  • control shifts through agreements,

  • new directors/signatories are appointed,

  • nominee or fiduciary arrangements are changed.

Legal commentary on the new regime emphasises ongoing updating duties as a central feature.

What you should do now (practical checklist)

Even before the register goes live, you can prepare in a way that reduces risk, saves time, and avoids last-minute rush:

Step 1: Map your ownership and control

Create a simple one-page structure map:

  • direct shareholders (persons / entities),

  • intermediate entities (if any),

  • ultimate controlling persons,

  • voting/control mechanisms (share classes, agreements, board control).

For groups, include both legal ownership and control in fact.

Step 2: Build a “UBO evidence pack”

Prepare a reusable file set that works for:

  • internal compliance,

  • banking/AML onboarding,

  • auditor or fiduciary requests,

  • future register reporting.

Typically includes:

  • excerpt from commercial register (if applicable),

  • shareholder register / cap table,

  • ID/verification documents (where legally appropriate),

  • control statements / declarations,

  • corporate documents of intermediate entities (where relevant).

Step 3: Assign internal responsibility

Set a clear rule:

  • who updates UBO info,

  • what triggers an update (transfer, new shareholder agreement, etc.),

  • where the master file is stored,

  • who signs off.

This avoids “nobody owns the task,” which is the most common cause of compliance gaps.

Step 4: Align governance documentation

If you have:

  • shareholder agreements,

  • nominee/director arrangements,

  • signature rules,

  • board minutes templates,

make sure they do not contradict the ownership/control reality. This matters because mismatches can trigger enhanced scrutiny in banking and AML contexts.

Timeline: what to watch

Public and professional updates indicate the reforms were adopted in 2025, with implementation work continuing through ordinances and practical set-up of the register. Some observers expect the regime to become operational in mid-2026, but you should treat this as “expected” rather than guaranteed until the final entry-into-force date is confirmed.

Common risk scenarios we already see in practice

  1. Minority investor, major control: someone has special voting rights or vetoes but looks “minor” on paper.

  2. Layered ownership: a Swiss company owned by a foreign entity owned by another entity.

  3. Old cap table: share transfers occurred but internal registers weren’t updated properly.

  4. Bank pack drift: the bank has one ownership story, internal files show another.

  5. Nominee/representative misunderstandings: signatories are treated like owners by counterparties, creating confusion.

How Yudey can support (fast and practical)

If you want to prepare cleanly, the most efficient approach is usually:

  • an ownership/control mapping workshop,

  • creation of a UBO evidence pack,

  • governance templates (minutes/resolutions, transfer pack, signatory rules),

  • support with post-incorporation changes and recordkeeping workflows.

If you send your current ownership structure (even a simple diagram), we can tell you what to fix first, what documents you likely need, and how to keep it maintained going forward.