Article written by Marketing Team
If you own or manage a limited company, private limited company or cooperative in Switzerland, an obligation will come into force on 1 October 2026 that your current bylaws do not cover. It is called the Law on Transparency of Legal Entities (LTPM). It introduces a national register of beneficial owners, named TranspaReg, supervised by the Federal Office of Justice. Here is who is affected, what must be declared, and what the sanctions are.
Three and a half months before entry into force, many Swiss directors still think this is purely a declarative obligation, to be resolved one September afternoon. This is precisely the blind spot the legislator has closed. It is no longer a declaration kept internally, it is a national register accessible via EasyGov.swiss, crossed with the LBA obligations of financial intermediaries.
Who is affected, and who is not
The LTPM applies to a precise scope, defined in articles 2 and 3 of the law.
Affected are Swiss capital companies registered in the Commercial Register: limited companies (SA), private limited companies (Sàrl), limited partnerships by shares. Swiss cooperatives are also affected.
Also covered are foreign entities with a significant Swiss connection (branch registered in the Commercial Register, real property assets in Switzerland, structured operational presence).
Excluded from the scope:
- Foundations and associations
- Listed companies (already subject to stricter transparency obligations under the Financial Market Infrastructure Act)
- Sole proprietorships (individual owners)
- Occupational pension institutions (subject to Occupational Pension Act and supervision by the Occupational Pension Supervisory Authority)
- Public authorities and their institutions
If you are a director of a Swiss limited company, private limited company or cooperative not listed on an exchange, you are affected.
What must be declared: beneficial owners
The purpose of the LTPM is to make transparent the chain of control that leads to a natural person. This natural person is the beneficial owner.
The basic rule: all natural persons who directly or indirectly hold at least 25% of capital or voting rights, or exercise control of the company in another way (shareholder agreement, nomination rights, convertible loan giving access to capital, concert agreement) must be declared.
The notion of “control in another way” is intentionally broad. It notably targets cases where several shareholders each holding less than 25% act in concert to exercise dominant influence on the company.
Concretely, for each identified beneficial owner, the register declaration covers:
- Name, first names, date of birth, nationality
- Residential address
- Type and extent of control exercised (direct participation, indirect participation, control by agreement)
- Date of acquisition or change of position
The declaration is made to a centralised national register, supervised by the Federal Office of Justice (OFJ). It is updated on each significant change.
How LTPM intersects with the Anti-Money Laundering Act
The LTPM does not replace existing obligations under the Federal Anti-Money Laundering Act (AMLA). It complements them, and especially, it intersects with them.
Financial intermediaries and other entities subject to the AMLA (banks, wealth managers, lawyers on certain transactions) continue to identify their counterparties and beneficial owners within the meaning of AMLA article 4. But with the LTPM, they now have access to the beneficial owner register to verify consistency between their client’s declaration and what is registered.
In case of divergence between the declaration made to the financial intermediary and the register entry, the intermediary is obliged to alert the authority.
For SME directors, this means two things: consistency to maintain between all declaration flows (bank, fiduciary, national register), and a new friction risk if the register is not kept up to date. A bank that detects a divergence does not ask, it suspends.
Four mistakes to avoid
Four confusions regularly arise in initial LTPM analyses. They are all costly.
Confusing the LTPM register with the Commercial Register. The two pursue distinct objectives. The Commercial Register documents the legal structure of the company (company name, capital, governing body). The LTPM register documents the chain of economic control to the natural person. Having an entry in the Commercial Register is not sufficient to comply with the LTPM.
Confusing the LTPM register with the shareholder register. Swiss Code of Obligations article 686 requires every limited company to maintain a shareholder register. This internal document is not public and only covers bearer shares (abolished since 2019) or registered shares. The LTPM register goes further: it identifies the ultimate beneficial owner, independent of legal structure (holding, trust, proxy).
Ignoring concert agreements. Several shareholders each holding less than 25% but acting in concert exceed the threshold together. Typical case: three equal directors of a private limited company (33% each). None is the sole beneficial owner within the meaning of the 25% threshold. All are within the meaning of jointly exercised control.
Underestimating the notification timeline. Any significant change (sale of shares, modification of shareholder agreement, acquisition of indirect control right) must be declared within specified deadlines. A delay opens the door to sanctions, and sanctions are not symbolic.
The regulatory timeline: what changes on 1 October 2026
The LTPM was adopted by Parliament on 26 September 2025. The referendum deadline expired on 15 January 2026. Consultation on implementing regulations closed on 30 January 2026.
Confirmed entry into force: 1 October 2026. The same date marks the entry into force of the amendment to the Anti-Money Laundering Act (AMLA), which precisely intersects with the LTPM on the financial intermediaries side.
Since 16 June 2026, the national TranspaReg register is in “Friends & Family” pilot phase: the Federal Office of Justice is testing the technical infrastructure with a restricted panel before public opening. Declarations will go through EasyGov.swiss, the central announcement platform for Swiss companies.
In practice, affected directors have until 1 October 2026 to map their control chain, identify beneficial owners to declare and prepare the first registration. This leaves, at the date of this article, approximately one quarter. For a complex group structure or a multi-canton holding chain, this is tight.
The sanction for failure to declare or inaccurate declaration can reach a fine of CHF 500,000. It is imposed against the legal entity that failed to comply with its obligation, and can, in certain cases, target natural persons responsible under Swiss ancillary criminal law.
Anticipating now saves time you will not recover later
The LTPM does not introduce a revolution in economic transparency. It introduces centralisation and formalisation of what Switzerland already documented in silos. But the practical effect for the SME director is immediate: a new register, a new obligation, a new risk of banking friction if the entry is incomplete.
Three actions are worth undertaking starting this summer, without waiting for entry into force.
First, map your company’s control chain, including through holdings, trusts and shareholder agreements. This map is not a formal legal document. It is a clear, up-to-date diagram that identifies the natural persons at the end of the chain.
Next, review existing bylaws and agreements in light of the LTPM. Some agreements may contain concert clauses that were not previously perceived as such. Others may require formalisation to clarify a shareholder’s position.
Finally, anticipate alignment with financial intermediaries (bank, fiduciary). If your banker asks you for consistency with the future register, it is better to be able to respond.
At Synergix, we handle this preparation for the companies we support. Our role is not to replace you in legal decision-making. It is to structure the file so that registration in the register on 1 October happens in one step, not three.
Three and a half months before the deadline, this is the right time to open the conversation.