In a corporation, shareholders are generally not listed in the commercial register. In a limited liability company, the partners are published there, but this publicity does not replace the internal register of shares. In both cases, the company must be able to explain who legally holds the securities or shares, who ultimately controls them, and on what documents this conclusion is based.
In practice, the file sometimes boils down to an old Excel spreadsheet, a few minutes of meetings, and a form submitted to the bank. This may be sufficient as long as nothing changes. During a transfer, an investor entry, an audit, an inheritance, or a bank request, inconsistencies appear quite quickly — and rarely at the most convenient time.
As of June 19, 2026, the internal obligations of the Code of Obligations remain applicable. However, the Federal Council decided on June 12, 2026, that the new law on the transparency of legal entities (LTPM) and the federal register TranspaReg will come into effect on October 1st, 2026. The right reflex is therefore to put the file in order according to current law, while already collecting the information that the new regime will need.
In brief
- The register of shares or ownership interests, the list of beneficial owners, and the supporting documents are three distinct elements.
- Under current law, an acquisition reaching or exceeding 25% of the capital or voting rights triggers, in principle, a notification within the month.
- The documents supporting the registrations must be kept for ten years after the removal of the concerned person.
- As of the 1st of October 2026, the LTPM will impose more active identification and verification of direct, indirect, or otherwise exercised control.
- A bank form, an extract from the commercial register, or a capitalization table does not, on its own, replace the complete corporate file.
Three different questions: owner, beneficial owner, and body
Reliable documentation begins with the separation of concepts that files tend to mix.
| Question | Answer to document | Main support |
|---|---|---|
| Who legally holds the securities or shares? | The shareholder or direct partner, with the number and category of securities, the capital, and the voting rights. | Register of shares or register of ownership interests, completed by the acquisition documents. |
| On behalf of which individual are we acting? | The beneficial owner reported according to current law, particularly when a threshold of 25% is reached. | Declaration of the shareholder or partner and internal list of beneficial owners. |
| Who ultimately controls the company? | The individual or individuals exercising direct, indirect, concerted, or other forms of control. | Control mapping, contracts, agreements, extracts from registers, and LTPM analysis. |
| Who represents or directs the company? | Directors, managers, and signatories. They may be shareholders or beneficial owners, but this is not automatic. | Commercial register, minutes, and organizational regulations. |
The beneficial owner is always an individual. A holding company can be the direct shareholder of a corporation; it is not necessarily the human being who ultimately controls it. Conversely, a director registered in the commercial register is not necessarily the owner or beneficiary of the business.
What current law requires until September 30, 2026
For a corporation: register of shares and list of beneficial owners
The corporation maintains a register of registered shares indicating the name and address of the owners and usufructuaries. The registration must be based on a document establishing the acquisition or creation of the usufruct. With respect to the company, the one recognized as a shareholder or usufructuary is the one registered in the register.
For a non-listed company, anyone who acquires, alone or in concert with a third party, a stake that reaches or exceeds 25% of the share capital or voting rights must notify the company, within one month, the first name, last name, and address of the individual on whose behalf they are acting ultimately. When the direct shareholder is a legal entity or a partnership, it is necessary to trace back to the individuals who control it according to legal criteria. If none exist, this fact must be announced.
For an LLC: register of shares, even if the partners are listed in the commercial register
The LLC maintains a register of shares accessible at all times in Switzerland. It mentions the name and address of the partners, the number, nominal value, and any categories of their shares, as well as the usufructuaries and pledge creditors. Partners deprived of voting rights must be indicated as such.
The obligation to report the beneficial owner is similar: acquisition reaching or exceeding 25% of the share capital or voting rights, notification within the month and subsequent communication of any change of first name, last name, or address within three months. The publicity of partners in the commercial register therefore does not replace either the internal register or the analysis of the beneficial owner.
For an entrepreneur still operating as a sole proprietorship, these registers do not exist. The question arises with the establishment of a legal entity; our comparison between sole proprietorship and LLC exposes the other consequences of this structural change.
Retention and consequences of a missing notification
The supporting documents for the register of shares, the register of partnership interests, and the list of beneficial owners must be kept for ten years after the deregistration of the person concerned. The registers and lists must remain accessible at all times in Switzerland.
The failure to report is not purely decorative. The membership rights related to the concerned securities are suspended as long as the notification is not made. Financial rights can only be exercised after regularization; when the one-month period is exceeded, those that arose before the late notification expire. The board of directors or management must prevent the irregular exercise of these rights. Intentional violations of the duties of notification or record-keeping may also result in a fine.
The practical method for creating a defendable file
- Gather the basic documents. Current extract from the commercial register, articles of association, deed of incorporation, decisions on capital increase or reduction, existing registers, and the latest relevant minutes.
- Reconcile the capital. The number of shares multiplied by their nominal value must correspond to the registered capital. The categories, privileges, and voting rights must be calculated separately: 25% of the capital and 25% of the votes do not always yield the same result.
- Check each transfer. Transfer agreement, social approval when necessary, proof of transfer, share certificate, succession, merger, or other legal title must explain each change in the register. A name appearing in a table without a source document remains a statement, not proof.
- Map the chain of custody. For each shareholder or partner who is not a natural person, trace the levels up to the natural persons. Indicate at each level the percentage of capital, voting rights, and the reference document.
- Examine control exercised other than through capital ownership. Shareholder agreements, veto rights, nomination rights, voting arrangements, convertible loans, fiduciary relationships, and family agreements can alter the conclusion. The securities register does not always tell the whole story.
- Have a consistent declaration signed. The shareholder or partner confirms whether they are acting on their own behalf, identifies the relevant natural person, describes the chain of control, and commits to announcing changes. The declaration must be dated and attached to the controlled documents.
- Validate, date, and version. A control note indicates who reviewed the file, on what date, which sources were used, and what questions remain open. Previous versions are not overwritten: they document the history.
- Update on event. Transfer, capital increase, death, change of address, new agreement, restructuring, or modification of voting rights trigger a review. An annual confirmation is a good internal control, but it does not replace the immediate update required when a fact changes.
The minimal content of the file
| Block | Useful documents | Control |
|---|---|---|
| Company | Extract RC, articles of association, capital deeds, regulations, and corporate decisions. | Capital, categories, and signatures match. |
| Direct holding | Register of shares or units, transfer contracts, subscriptions, certificates, and approvals. | Each line of the register has a source document. |
| Final control | Organizational chart, foreign extracts, status of intermediaries, agreements, voting or trust conventions. | The chain leads to one or more natural persons. |
| Identity and analysis | Signed declarations, required identity data, proportionate supporting documents, and qualification note. | Current, consistent, and protected data. |
Examples: the 25% threshold is not always a simple cross product
Corporation directly owned by two individuals
Ms. A holds 60% of the capital and votes, Mr. B 40%, both for their own account. Both reach the threshold and must be documented as beneficial owners. The share register, their declarations, and the subscription or transfer documents must match.
Corporation owned by a holding
Holding Corporation owns 80% of SME Corporation. Ms. C controls 60% of Holding Corporation. The file cannot stop at the name of Holding Corporation: it must show how Ms. C exercises control through the intermediary. Under the LTPM, indirect control is tested at each level according to legal criteria; mechanically multiplying 60% by 80% is not always the correct method.
Dispersed shareholding
Five people each hold 20% and no pact, veto right, or concerted agreement exists. Current law and the future LTPM do not pose exactly the same question. Starting in October 2026, the company will first need to seek control exercised in another way; if no one can be identified, the highest-ranking member of the governing body will be announced as a substitute. Therefore, the president should not be automatically designated before documenting the absence of actual control.
What will change with the LTPM on October 1, 2026
The new regime is not limited to moving an internal list to a federal register. The company will need to actively identify its beneficial owners, verify their identity and status with the required diligence, document the information, and report it to TranspaReg.
| Point | Until 09.30.2026 | From 10.01.2026 |
|---|---|---|
| Logic | Internal notification primarily triggered by the acquisition of a qualifying interest. | Active identification, verification, and notification to the federal register. |
| Control | Natural person on whose behalf the holder acts ultimately; specific rules for corporate holders. | Final direct or indirect control, alone or in concert, by participation or in another way. |
| Data | First name, last name, and address in the internal list. | Last name, first name, date of birth, nationalities, municipality, postal code, and state of residence, as well as the nature and extent of control. |
| Proof | Documents supporting the registration and notification. | Proportional verification; search for the AVS number and, if it does not exist, a copy of an accepted identity document. |
The information and supporting documents of the new regime must be kept for ten years after losing the status of beneficial owner. The old lists established under the Code of Obligations must not be discarded when transitioning to TranspaReg: the LTPM also provides for their retention for ten years from its entry into force.
A well-maintained current file will provide an excellent basis, but not an automatic passport. The concept of control and the data to be collected are broader under the LTPM. The company will therefore need to review existing declarations, request missing information, and document its own verification.
The most common errors
- Confusing the commercial register and the internal register. The former does not publish the shareholding of a corporation and does not replace the share register of a limited liability company.
- Register a company as an beneficial owner. The analysis must lead to a natural person, subject to specific rules related to listed companies.
- Calculating only the capital. Voting rights, preferred categories, and concerted actions can alter the result.
- Keeping a form without the underlying documents. An unsupported declaration does not allow for verifying a complex chain.
- Overwrite the history. The file must allow for reconstructing who held and controlled the company at an earlier date.
- Confusing the beneficial owner of the company with that of bank assets. The bank's forms meet its AMLA obligations; they do not replace corporate records.
- Over-collecting and poorly protecting data. Identity copies, dates of birth, and nationalities require limited access, a secure channel, and a controlled retention period in accordance with the LPD.
The opposing viewpoint: is it really necessary to create a heavy file?
For a family LLC directly owned by two individuals, requesting certified extracts from multiple jurisdictions and drafting a twenty-page analysis would be disproportionate. Current law does not yet impose the level of active verification required by the LTPM on every company.
The company can therefore advocate a risk-based approach: simple documents for a simple structure; more thorough checks when a foreign holding, a pact, a trust, or conflicting information is involved. The counterargument, which could be supported by an authority or a contracting party, is equally strong: if the file does not allow for understanding the control, the company has not documented its conclusion. Proportionality reduces unnecessary paperwork; it does not exempt from proof.
How Delta Conseil SA can assist you
Delta Conseil SA can verify the consistency between registers, capital, and transfer documents, map a chain of ownership, prepare necessary declarations, and create a follow-up file. For a complex structure, a sensitive shareholders' agreement, or an international situation, we coordinate the analysis with a legal expert, lawyer, or other specialist if necessary.
Frequently Asked Questions
Are the shareholders of a corporation public?
In principle, no. They are not listed in the commercial register as such. However, the corporation must know its registered shareholders through its internal register and document the beneficial owners subject to the reporting obligation.
Is the extract from the commercial register sufficient for a limited liability company?
No. It allows for the verification of the registered partners and the governing bodies, but the company must also maintain its register of shares, including the number, nominal value, any categories, usufructuaries, and pledge creditors.
Does the threshold apply to exactly 25%?
Yes. Current law targets a participation that reaches or exceeds 25% of the capital or voting rights. The future LTPM also retains a participation equal to or greater than 25%.
Does the signed form for the bank replace the declaration to the company?
No. It may constitute an indication or a piece of the file, but the obligations of the bank and those of the company do not overlap. The concepts examined and the information requested may differ.
Is it necessary to request a new declaration every year?
No general rule requires a uniform annual confirmation for all corporations and limited liability companies. Changes must be addressed within legal deadlines. An annual review remains a useful control measure, especially if the structure has multiple levels or if contacts with the holders are infrequent.
Official sources
- Code of Obligations (RS 220), notably arts. 686, 697j to 697m, 790 and 790a.
- Swiss Penal Code (RS 311.0), notably arts. 327 and 327a in their applicable wording before the entry into force of the LTPM.
- Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LTPM), text adopted on September 26, 2025.
- Ordinance on the Transparency of Legal Entities (OTPM), version published with the decision of June 12, 2026.
- Federal Council press release of June 12, 2026, on the entry into force on October 1st 2026.
- Official presentation of the beneficial owner and types of control.
Last legal review: September 2, 2026.
Warning
This publication is provided for informational purposes and does not constitute individualized legal, tax, accounting, or financial advice. The situation must be assessed in light of the specific circumstances and the applicable law at the time of the decision.
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