Swiss transparency register: foreign holdcos may be in scope

Switzerland's Transparency Register is closed to the public, and that is why it is easy to misread as a Swiss domestic matter. It is not. The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners, known by its German initials TJPG, entered into force on 1 October 2026. It reaches foreign companies that own Swiss land, that have a branch in the Swiss commercial register, or that are managed from Switzerland. A British Virgin Islands holding company that bought a flat in Zurich in 2019 is in scope, and its owners may never have thought of it as a Swiss entity.

The register is closed to the public, and the duty is not

The Federal Office of Justice (BJ) runs the register. A control body inside the Federal Department of Finance (EFD) checks that entries are correct, complete and current. The BJ press release on the register describes it as covering the people who control Swiss legal entities and the people who control foreign legal entities with a connection to Switzerland. It records that Parliament adopted the TJPG on 26 September 2025 and that the Act enters into force on 1 October 2026.

Access is narrow. The official questions-and-answers page of the register limits it to the control body, named authorities, and financial intermediaries and advisers covered by Article 2, paragraphs 3bis and 3ter, of the Anti-Money Laundering Act (GwG). Those users may consult it only to perform the tasks the law gives them. The register is not publicly accessible.

Closed access does not lighten the obligation. It changes who can see a mismatch. The Federal Council's consultation release of 15 October 2025 says the timing was chosen so that Switzerland's next evaluation by the Financial Action Task Force (FATF) can take the measures into account. The readers of the register are the authorities and the banks and advisers who must check it.

Three triggers, and a Swiss bank account is not one

The scope of the duty for foreign entities sits in Article 2 TJPG. A foreign legal entity must report if it meets any one of three conditions:

• it has a branch registered in the Swiss commercial register;
• it is actually managed from Switzerland;
• it owns Swiss real estate, or acquires it within the meaning of Article 4 of the Federal Act on the Acquisition of Real Estate by Persons Abroad (BewG).

The usual shorthand is a loose "Swiss nexus". The Act does not use that test. A Swiss bank account, a Swiss adviser or a Swiss client is not on the list of three. Listed entities are excluded, as are entities held above a 75% threshold by listed entities or public authorities. The CMS and Bär & Karrer notes differ on whether the line is "at least" or "more than" 75%, so check the Act before relying on it. In-scope foreign entities must also name a representative or service address in Switzerland, according to CMS. The practical risk is therefore concentrated in property and in management. Property is visible in the land register. Management is a question of fact: a "Cayman" company whose directors meet, decide and sign in Geneva may be managed from Switzerland whatever its constitution says.

The effective-management limb is the one most likely to catch owners unawares. The Act's text does not define it, and the draft implementing ordinance (TJPV), consulted on from 15 October 2025, may. Until then, treat it as a test of where decisions are actually taken.

What counts as a beneficial owner, and the deadline that applies

Article 4 TJPG sets the control test. A beneficial owner is a natural person who ultimately controls the entity, directly or indirectly, through at least 25% of capital or votes, or through control by other means. The test is met at 25%, not above it. Where nobody qualifies, the most senior member of the managing body is reported instead, under Article 9, paragraph 3. Article 7 lists the data per person: name, date of birth, nationality, address and country of residence, and how control is exercised.

For Swiss private-law entities that already exist, Article 51 sets maximum periods running from 1 October 2026:

• Stock corporations under ordinary audit: three months.
• Other companies under ordinary audit: four months.
• Stock corporations without ordinary audit: five months, which the register's Q&A page puts at 1 March 2027.
• Other companies without ordinary audit and other entities: six months, put at 1 April 2027.
• Entities whose beneficial owners are all already entered in the commercial register as shareholders or officers: two years.

For foreign entities, Article 53 TJPG gives six months from entry into force. The register's Q&A page puts that at 1 April 2027, as does Bär & Karrer. Counted strictly, six months from 1 October 2026 could be read as ending on 31 March 2027. Filing before 31 March removes the doubt.

Foreign entities that come into scope later get less time. A foreign company that becomes subject to the Act after the start date must report within one month, according to the CMS note. The Q&A page adds a second rule: from 1 October 2026, a foreign entity acquiring Swiss property must be registered in the Transparency Register before the acquisition can be entered in the land register, under Article 40 TJPG. That moves the filing from after the purchase to before it.

A worked example: a Zurich flat held through a BVI company

Take a BVI company, bought off the shelf in 2018, that acquired a Zurich apartment in 2019. Three Singapore-resident siblings own it 40%, 35% and 25%. Nobody thinks of it as Swiss. It has no branch and its directors are in Tortola.

Its Swiss land ownership puts it within Article 2. It existed on 1 October 2026, so the six-month period applies and the report is due by 31 March 2027. Each sibling meets the 25% test, because the 25% holder is at the threshold and the test is "at least". Three persons are reported, each with the Article 7 data. If one sibling had held 24%, that sibling would not be reported on shareholding alone, although "control by other means" could still apply.

The same company that buys a second Swiss flat in November 2026 faces a different sequence. It must show proof of registration when it applies to the land registry. If proof is missing, the registry suspends the entry and allows ten days to report; without a report the entry is refused (Article 40). Article 41 makes registering, changing and deleting entries free of charge, so the cost is the time spent assembling the data rather than a fee.

The one-month trigger is a Swiss-entity rule

For Swiss private-law entities, the longer periods are ceilings, not entitlements. Under Article 51 as the Q&A page describes it, such an entity must report within one month of the first change to its commercial register entry published after entry into force, but no later than its staggered deadline. The page gives an example: a publication on 9 October gives a deadline of 9 November.

Article 53 gives foreign entities a flat six-month period, and the register's Q&A page states the one-month trigger only for Swiss entities. A foreign company with a registered Swiss branch should still check its filing calendar before authorising a routine commercial register change, until Swiss counsel confirms the point.

Banks and advisers are the enforcement mechanism

Article 30 TJPG creates a discrepancy report. A financial intermediary that finds a difference between its client's beneficial owner and the register must give the client a reasonable period to resolve it. If doubts persist, the intermediary reports to the register within 30 days. Article 54 delays this duty until six months after entry into force, which is about 1 April 2027.

A Swiss bank relationship does not create the register duty, but it is where a missing filing becomes visible. After that date, an intermediary that finds an unfiled or mismatched entry is obliged to act on it.

The penalties are real. Article 43 TJPG punishes intentional breaches of the reporting and disclosure duties, or false information given to the control body, with a fine of up to CHF 500,000. Article 44 punishes intentionally ignoring a final order of the control body with a fine of up to CHF 100,000. Both apply to the Federal Gazette text of the Act, BBl 2025 2900. Article 44 applies only where the order carried a warning of the penalty.

What to do before March 2027

Start with the list of every entity above Swiss property, wherever it is incorporated. Add companies whose decisions are taken in Switzerland. For each, decide who meets the 25% test, collect the Article 7 data, and find who holds responsibility for filing. Then compare the result with what the entity's own register of owners says. Chains that run through a trust or a nominee need the most care, because the person who controls the entity may not be the person on the share register.