Reporting the beneficial owner of your GmbH: step by step

What the Transparency Act means for your GmbH

On 1 October 2026, the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) came into force. The transparency register began operating at the same time.[5] A legal entity is a company with its own legal personality, for example a GmbH or an AG (public limited company).

From the entry into force, every legal entity subject to the reporting duty must register once in the register and report all changes to its beneficial owners.[5] The GmbH is one of them.

The transparency register is a non-public, centrally managed register. It holds information on the beneficial owners of companies.[3] It is run by the Federal Office of Justice (BJ). A control unit at the Federal Department of Finance (EFD) checks that the information in the transparency register is correct, complete and up to date.[5]

One principle matters: the transparency register is based on self-declaration. Companies subject to the reporting duty must identify, verify and report their beneficial owners themselves, within the statutory deadlines.[3] So nobody reports for you automatically.

The report comes on top of your GmbH’s other duties. For what applies to bookkeeping, see the page Accounting for your GmbH.

Who counts as a beneficial owner

The beneficial owner of a company is a natural person (a human being) who actually controls the company and draws an economic benefit from it.[2] A company can have several beneficial owners. They may be company members or shareholders. Companies, legal entities or organisations cannot be beneficial owners.[2]

In a GmbH, the shareholding is what counts. Each company member participates in the nominal capital with at least one capital contribution.[1] The nominal capital is the GmbH’s basic capital. It is specified in the articles of association.[1]

The threshold is one quarter. A person controls a company if they ultimately hold at least 25 per cent of the capital or the voting rights in it. A person can also control a company in ways other than through a shareholding. This may be the case, for example, if a person holds few or no shares but can still influence important decisions in the company through contractual arrangements.[3]

If a holding belongs to another company, you look behind it. If such a legal entity holds at least 25% of the capital or the voting rights in a company, or controls it in another way, you must in principle check which natural persons ultimately control it. Control is indirect if it is exercised through intermediate natural persons, legal entities or trusts. The beneficial owner can also exercise control either alone or jointly with third parties.[3]

Which details you need to gather

Public limited companies (AG), SICAVs and GmbHs are already required to keep the information that the transparency register asks for.[3] A good source is your register of capital contributions. This is the record in which the GmbH keeps track of its capital contributions. The following must be entered in the register of capital contributions: 1. the names and addresses of the company members; 2. the number, the nominal value and, if applicable, the class of the capital contributions of each company member; 3. the names and addresses of usufructuaries; 4. the names and addresses of charge creditors.[1]

For the report, you need the following for each beneficial owner:[3]

• surname and first name(s)[3]
• date of birth[3]
• nationalities[3]
• municipality of residence, residential address and country of residence[3]
• the required details on the nature and extent of the control exercised[3]

You also need details about yourself. In every case, the details of the person making the report must be provided to the Swiss transparency register (surname, first name, role in or relationship to the company, email address).[3]

To prepare, the authorities recommend that companies review their ownership and control structures, document their chains of holdings and identify all beneficial owners.[3]

How the report works

1. Clarify who is responsible. The most senior member of the governing body is responsible for reporting the beneficial owners.[3] In a GmbH, the company members are jointly responsible for management. The articles of association may adopt alternative provisions on management. Where a company has two or more managing directors, the members’ general meeting must appoint a chair.[1] So check your articles of association.
2. Register with EasyGov. To register, you need an AGOV account. AGOV is the Swiss government login. After registering, you must link your user account to the company for which you want to use EasyGov.[3] Without registration, no reports can be submitted to the transparency register.[4]
3. Check the simplified procedure. For a GmbH, this works if all company members are natural persons and the persons to be reported are exactly those company members who hold at least 25% of the capital. The GmbH must not be in liquidation, bankruptcy or a composition moratorium.[3] In other words, it must not be in the process of being dissolved or be in any proceedings because of payment difficulties. In this case, the relevant information is taken directly from the commercial register.[3] The commercial register is the public directory of companies. The company members, together with the number and the nominal value of their capital contributions, must be entered in the commercial register.[1]
4. Submit the report. As a rule, a company subject to the reporting duty submits its report to the transparency register electronically. The company receives a confirmation as soon as the report has been entered in the transparency register. The confirmation is not an extract from the register. An extract can be ordered separately.[3]

You do not have to do everything yourself. This task can be delegated to another person within the company or to third parties. Authorisation, or activation of access, is done separately for each company or UID unit.[3] The UID is the business identification number. The legal entities entered in the commercial register are assigned a business identification number.[1] To see how fiduciary firms work with their clients’ books, read the page For fiduciary firms.

Which deadline applies to you and where the sources differ

When the Transparency Act comes into force, the deadlines start to run for a legal entity subject to the reporting duty to report its beneficial owners. The deadlines are not the same for all legal entities and range from one month to two years.[5] The sources for this article do not say which deadline applies to a small GmbH. So check this yourself in the law or with the authority. The BJ provides legal entities with various information and tools on the transparency register website (www.transpareg.admin.ch). From December 2026, online information events (webinars) will also be offered regularly.[5]

The sources differ on reporting via the commercial register. The questions and answers say that in certain cases provided for by law, the report can also be submitted via the commercial register.[3] The page on the reporting route says the opposite: at present, reporting via the cantonal commercial register office is not possible. The adaptation of the cantonal commercial register offices’ systems is taking longer than originally planned. The work is expected to be completed in the course of 2027.[4] Conditions will apply later too. All beneficial owners must be entered in the commercial register as company members or as a body of the company. A commercial register filing must be submitted at the same time.[4] For now, EasyGov remains the route.

Also expect a rush. The number of reports is likely to be very high, especially in the coming months. To protect the register’s capacity, certain services are not yet fully available. You can still make the report at any time via the EasyGov.swiss platform.[5]

What to do about later changes

The first report is not the end of it. Companies must also keep the details up to date and correct at all times.[3] This applies, for example, when capital contributions are sold. Changing existing entries and deleting entries are free of charge, as is the initial entry. Reminders, requests and orders from the authority that keeps the register or from the control unit, as well as extracts from the register, are subject to a fee.[3]

Keep your register of capital contributions up to date too. The documents on which an entry is based must be retained for ten years following the deletion of the person concerned from the register of capital contributions.[1]