A controversial step in the fight against money laundering and tax evasion
The introduction of a transparency register for legal entities is at the center of current debates about measures against money laundering and tax evasion. Companies such as public limited companies (AG) or limited liability companies (GmbH) can be misused to conceal the origin of financial resources. In response, the Federal Council has presented the draft federal law on the transparency of legal entities (TJPG), which provides for a central Swiss transparency register.
This register is intended to provide information on natural persons who exercise economic control over a company, whether through direct or indirect participation of at least 25% of the capital or voting rights. If no such controlling person can be identified, the company’s most senior management body will be entered.
The register covers all legal entities under Swiss law, including associations and foundations. However, these can expect simplified identification and verification rules. The legal entities must identify, verify and document the identity of their beneficial owners. Depending on the complexity of the company structure, different levels of verification measures may be required.
Ensuring data quality in the register will be a key challenge, as responsibility is shared between the companies, the competent authority and third parties who uncover inconsistencies. In contrast to the commercial register, access to the transparency register is restricted to certain authorities and consultants who are obligated under the Money Laundering Act to fulfill their due diligence obligations. After the consultation has been completed, the Federal Council plans to submit the bill to Parliament this year, with a potential entry into force at the earliest in early 2026.
The critical question remains as to how effectively a transparency register can contribute to uncovering abuse, as corrupt actors will presumably continue to attempt to conceal their transactions. While the introduction of this register brings Switzerland into line with international standards and appears to be “inevitable” in the longer term, one can still question whether the additional bureaucratic burden for hundreds of thousands of companies justifies a substantial improvement in the fight against abuse.
