LAUSANNE. After seven years of drafts, counter-drafts and quiet lobbying, Switzerland has approved a federal register of beneficial owners, obliging companies to disclose the natural persons who ultimately control them. The Council of States gave final approval on Thursday by a comfortable margin, ending one of the longest legislative sagas in recent economic policy.
The register, to be maintained by the Federal Department of Justice and Police, will record anyone holding at least 25 per cent of a company's shares or voting rights, or who exercises control by other means. Shell companies, nominee arrangements and bearer share structures that survived earlier reforms will now have to name the person behind them.
The law closes a gap that international reviewers have criticised for a decade. The Global Forum on Transparency and Exchange of Information rated Switzerland only partially compliant in its 2022 assessment, and the Financial Action Task Force warned that opaque corporate vehicles made the country attractive for concealing the proceeds of corruption and tax offences.
Under the new regime, companies must report their beneficial owners within thirty days of incorporation or of any change in control. Wilfully filing false information becomes a criminal offence punishable by up to three years' imprisonment, a penalty significantly stiffer than the administrative fines first proposed in the 2019 consultation draft.
Access to the register was the hardest-fought question in Parliament. The final text grants full access to prosecutors, FINMA, tax authorities and anti-money laundering units, while journalists and non-governmental organisations may inspect entries only by demonstrating a legitimate interest in a specific case. The public at large will see nothing.
Business groups reacted with qualified relief. Economiesuisse said the 25 per cent threshold and the restricted access provisions kept the law proportionate, warning that a fully public register would have put Switzerland at a disadvantage against financial centres that offer discretion. Small business federations complained, however, that ordinary family firms now face paperwork designed to catch oligarchs.
Compliance officers expect a busy transition. Roughly 600,000 companies are entered in the Swiss commercial register, and each must review its ownership chain against the new definitions. Fiduciary firms in Geneva and Lugano, which administer thousands of holding structures for foreign clients, have begun hiring additional staff to handle the filings.
A compliance officer at a Geneva private bank said: “The definition of control by other means is where the work will be, because that is where our clients' structures actually live.” Practitioners predict that the first court disputes will turn on precisely that phrase.
Critics on the left argued the law does not go far enough. The Social Democrats had pushed for a 10 per cent threshold and public access, noting that complex ownership pyramids can keep any single holder below a quarter of the shares. Transparency International's Swiss chapter called the restricted access a missed opportunity, pointing to the United Kingdom's open register as evidence that transparency deters abuse. Its director observed that legitimate interest, undefined in the statute, will be fought over in the first enforcement cases.
The government estimates implementation will cost the federal administration around 18 million francs to set up and 9 million francs a year to run, with fees charged for filings to offset part of the expense. Companies will have twelve months from the law's entry into force, expected in early 2027, to make their first declarations.
A referendum remains possible. Signature collection must begin within one hundred days of publication, and campaigners on both the transparency left and the privacy-minded right have hinted at challenges, though for opposite reasons. The justice ministry, burned by the collapse of earlier reforms at the ballot box, has begun preparing an information campaign to defend the compromise as drafted.
Whatever the political afterlife of the measure, its passage marks a philosophical shift. Switzerland built much of its twentieth-century prosperity on the premise that ownership could be private; the register does not abolish that premise, but it moves the line decisively towards the state's right to know.