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BEYOND COMMODITY TRADING – Business Update<\/em><\/h2>\n\n\n\nOn October 1, 2026<\/strong>, the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LTPG)<\/a><\/strong> (IT, FR, DE) and the related Ordinance on the Transparency of Legal Entities (OTPG)<\/a><\/strong> (IT, FR, DE) entered into force. The new regulatory framework also introduced the Swiss Transparency Register<\/strong><\/a>, together with new requirements for affected companies regarding the identification and reporting of beneficial owners.<\/p>\n\n\n\nWhile the new framework does not concern trading operations as such, it has broader implications for Swiss companies, including LCTA members. LCTA therefore wishes to draw its members\u2019 attention to the key requirements, deadlines, and points companies should review.<\/strong><\/p>\n\n\n\nWhat Is Changing?<\/h2>\n\n\n\n
The LTPG and its implementing ordinance establish a new centralized system<\/strong> for collecting information on the individuals<\/strong> who ultimately control the legal entities<\/strong> concerned. Companies subject to the new requirements must, in particular:<\/p>\n\n\n\n\n- identify their beneficial owners;<\/li>\n\n\n\n
- verify and document the relevant information;<\/li>\n\n\n\n
- report the required information to the Register;<\/li>\n\n\n\n
- keep the information up to date and report any changes within the applicable deadlines.<\/li>\n<\/ul>\n\n\n\n
This is therefore not simply a one-time reporting requirement. Companies now have an ongoing obligation to know and maintain up-to-date information on their ownership and control structure<\/strong>.<\/p>\n\n\n\nWho Is Affected?<\/h2>\n\n\n\n
The reporting requirement applies to Swiss corporations (SA\/AG)<\/strong>, partnerships limited by shares, limited liability companies (Sagl\/GmbH)<\/strong>, cooperatives, SICAVs, SICAFs, and limited partnerships for collective investment.<\/p>\n\n\n\nForeign legal entities<\/strong> may also be subject to the requirements if they have a qualifying connection with Switzerland<\/strong>, such as a branch registered in the Swiss Commercial Register<\/strong>, their effective administration in Switzerland<\/strong>, or the ownership or acquisition of real estate in Switzerland in the cases provided for by law.<\/p>\n\n\n\nExemptions apply, among others, to legal entities whose participation rights are fully or partially listed on a stock exchange; companies held, directly or indirectly, by one or more listed companies with an ownership interest exceeding 75%; occupational pension institutions subject to supervision; and legal entities at least 75% owned by public bodies.<\/p>\n\n\n\n
For corporate groups, the assessment should therefore be carried out on an entity-by-entity basis<\/strong>.<\/p>\n\n\n\nHow Is a Beneficial Owner Identified?<\/h2>\n\n\n\n
A beneficial owner is always an individual<\/strong>: the person who ultimately controls the company.<\/p>\n\n\n\nAs a general rule, this includes anyone who, directly or indirectly, holds at least 25% of the capital or voting rights<\/strong>, either alone or acting in concert with third parties. Control may, however, also arise from other circumstances, including contractual arrangements, and does not necessarily coincide with the formal ownership of an equity interest.<\/p>\n\n\n\nFor corporate structures spanning multiple levels or jurisdictions, the analysis therefore does not stop at direct ownership: companies may need to trace the different layers of ownership and control until the relevant individual is identified.<\/p>\n\n\n\n
Where no beneficial owner can be identified based on the control criteria established by law, the residual criteria provided for under the LTPG apply.<\/p>\n\n\n\n
What Information Must Be Reported?<\/h2>\n\n\n\n
For each beneficial owner, the company must report the person\u2019s first and last name, date of birth, nationality or nationalities, municipality and country of residence, address, and information regarding the nature and extent of the control exercised<\/strong>. Where control is exercised jointly, each individual must be registered separately. The reporting obligation lies with the most senior member of the company\u2019s governing body, who may delegate the task to another person within the company or to a third party, such as a fiduciary service provider.<\/p>\n\n\n\nCertain companies, including limited liability companies (Sagl\/GmbH) whose members are exclusively individuals and certain single-shareholder corporations, may use a simplified reporting procedure if the relevant conditions are met.<\/p>\n\n\n\n
The company is responsible for correctly identifying and verifying the information and must retain appropriate documentation. Changes must be reported to the Register within one month of the company becoming aware of them<\/strong>. Companies should therefore consider integrating these requirements into their existing corporate processes to ensure that changes in ownership, voting rights, or control arrangements are identified and reported promptly.<\/p>\n\n\n\nIs the Register Public?<\/h2>\n\n\n\n
No. The Register is managed by the Swiss Federal Office of Justice (FOJ)<\/strong> and is not publicly accessible. Access is limited to the authorities and other parties specified by law, including financial intermediaries and certain advisors, which may use the Register in connection with the duties assigned to them by law.<\/p>\n\n\n\nThe new framework strengthens Switzerland\u2019s measures to combat money laundering and terrorist financing and also contributes, among other things, to the enforcement of international sanctions.<\/p>\n\n\n\n
What Are the Deadlines?<\/h2>\n\n\n\n
Different transitional deadlines apply to companies that were already in existence on October 1, 2026<\/strong>, depending on their legal form, whether they are subject to an ordinary audit, and the information already available in the Commercial Register.<\/p>\n\n\n\nIn particular:<\/p>\n\n\n\n
\n- SA\/AG and Sagl\/GmbH subject to an ordinary audit:<\/strong> by December 31, 2026<\/strong>;<\/li>\n\n\n\n
- SA\/AG and Sagl\/GmbH not subject to an ordinary audit:<\/strong> by February 28, 2027<\/strong>;<\/li>\n\n\n\n
- other entities subject to an ordinary audit:<\/strong> by January 31, 2027<\/strong>;<\/li>\n\n\n\n
- other entities and foreign entities subject to the reporting requirement:<\/strong> by March 31, 2027<\/strong>.<\/li>\n<\/ul>\n\n\n\n
A longer transitional period, until September 30, 2028<\/strong>, applies to certain companies whose beneficial owners are already fully recorded in the Commercial Register as shareholders, members, or members of corporate bodies.<\/p>\n\n\n\nThe applicable deadline should nevertheless be assessed for each individual company<\/strong>. In particular, certain changes to a Commercial Register entry after the LTPG entered into force may trigger an earlier reporting obligation.<\/p>\n\n\n\nNewly incorporated companies do not benefit from the transitional periods and are subject to the standard statutory deadlines.<\/p>\n\n\n\n
What Are the Penalties?<\/h2>\n\n\n\n
The Swiss Federal Department of Finance (FDF)<\/strong>, acting as the supervisory authority, verifies that the information recorded in the Register is accurate, complete, and up to date and may order the measures necessary to restore compliance.<\/p>\n\n\n\nFrom a criminal law perspective, the intentional breach<\/strong> of certain reporting and information obligations under the LTPG, as well as the intentional provision of false information to the supervisory authority, may result in a fine of up to CHF 500,000<\/strong>. Intentional failure to comply with a final decision of the supervisory authority may result in a fine of up to CHF 100,000.<\/p>\n\n\n\nInitial registration and subsequent amendments or deletions are free of charge. Reminders, formal notices, certain decisions by the authorities, and the issuance of extracts are, however, subject to fees.<\/p>\n\n\n\n
How Is the Information Reported?<\/h2>\n\n\n\n
While the new framework does not concern trading operations as such, it has broader implications for Swiss companies, including LCTA members. LCTA therefore wishes to draw its members\u2019 attention to the key requirements, deadlines, and points companies should review.<\/strong><\/p>\n\n\n\n The LTPG and its implementing ordinance establish a new centralized system<\/strong> for collecting information on the individuals<\/strong> who ultimately control the legal entities<\/strong> concerned. Companies subject to the new requirements must, in particular:<\/p>\n\n\n\n This is therefore not simply a one-time reporting requirement. Companies now have an ongoing obligation to know and maintain up-to-date information on their ownership and control structure<\/strong>.<\/p>\n\n\n\n The reporting requirement applies to Swiss corporations (SA\/AG)<\/strong>, partnerships limited by shares, limited liability companies (Sagl\/GmbH)<\/strong>, cooperatives, SICAVs, SICAFs, and limited partnerships for collective investment.<\/p>\n\n\n\n Foreign legal entities<\/strong> may also be subject to the requirements if they have a qualifying connection with Switzerland<\/strong>, such as a branch registered in the Swiss Commercial Register<\/strong>, their effective administration in Switzerland<\/strong>, or the ownership or acquisition of real estate in Switzerland in the cases provided for by law.<\/p>\n\n\n\n Exemptions apply, among others, to legal entities whose participation rights are fully or partially listed on a stock exchange; companies held, directly or indirectly, by one or more listed companies with an ownership interest exceeding 75%; occupational pension institutions subject to supervision; and legal entities at least 75% owned by public bodies.<\/p>\n\n\n\n For corporate groups, the assessment should therefore be carried out on an entity-by-entity basis<\/strong>.<\/p>\n\n\n\n A beneficial owner is always an individual<\/strong>: the person who ultimately controls the company.<\/p>\n\n\n\n As a general rule, this includes anyone who, directly or indirectly, holds at least 25% of the capital or voting rights<\/strong>, either alone or acting in concert with third parties. Control may, however, also arise from other circumstances, including contractual arrangements, and does not necessarily coincide with the formal ownership of an equity interest.<\/p>\n\n\n\n For corporate structures spanning multiple levels or jurisdictions, the analysis therefore does not stop at direct ownership: companies may need to trace the different layers of ownership and control until the relevant individual is identified.<\/p>\n\n\n\n Where no beneficial owner can be identified based on the control criteria established by law, the residual criteria provided for under the LTPG apply.<\/p>\n\n\n\n For each beneficial owner, the company must report the person\u2019s first and last name, date of birth, nationality or nationalities, municipality and country of residence, address, and information regarding the nature and extent of the control exercised<\/strong>. Where control is exercised jointly, each individual must be registered separately. The reporting obligation lies with the most senior member of the company\u2019s governing body, who may delegate the task to another person within the company or to a third party, such as a fiduciary service provider.<\/p>\n\n\n\n Certain companies, including limited liability companies (Sagl\/GmbH) whose members are exclusively individuals and certain single-shareholder corporations, may use a simplified reporting procedure if the relevant conditions are met.<\/p>\n\n\n\n The company is responsible for correctly identifying and verifying the information and must retain appropriate documentation. Changes must be reported to the Register within one month of the company becoming aware of them<\/strong>. Companies should therefore consider integrating these requirements into their existing corporate processes to ensure that changes in ownership, voting rights, or control arrangements are identified and reported promptly.<\/p>\n\n\n\n No. The Register is managed by the Swiss Federal Office of Justice (FOJ)<\/strong> and is not publicly accessible. Access is limited to the authorities and other parties specified by law, including financial intermediaries and certain advisors, which may use the Register in connection with the duties assigned to them by law.<\/p>\n\n\n\n The new framework strengthens Switzerland\u2019s measures to combat money laundering and terrorist financing and also contributes, among other things, to the enforcement of international sanctions.<\/p>\n\n\n\n Different transitional deadlines apply to companies that were already in existence on October 1, 2026<\/strong>, depending on their legal form, whether they are subject to an ordinary audit, and the information already available in the Commercial Register.<\/p>\n\n\n\n In particular:<\/p>\n\n\n\n A longer transitional period, until September 30, 2028<\/strong>, applies to certain companies whose beneficial owners are already fully recorded in the Commercial Register as shareholders, members, or members of corporate bodies.<\/p>\n\n\n\n The applicable deadline should nevertheless be assessed for each individual company<\/strong>. In particular, certain changes to a Commercial Register entry after the LTPG entered into force may trigger an earlier reporting obligation.<\/p>\n\n\n\n Newly incorporated companies do not benefit from the transitional periods and are subject to the standard statutory deadlines.<\/p>\n\n\n\n The Swiss Federal Department of Finance (FDF)<\/strong>, acting as the supervisory authority, verifies that the information recorded in the Register is accurate, complete, and up to date and may order the measures necessary to restore compliance.<\/p>\n\n\n\n From a criminal law perspective, the intentional breach<\/strong> of certain reporting and information obligations under the LTPG, as well as the intentional provision of false information to the supervisory authority, may result in a fine of up to CHF 500,000<\/strong>. Intentional failure to comply with a final decision of the supervisory authority may result in a fine of up to CHF 100,000.<\/p>\n\n\n\n Initial registration and subsequent amendments or deletions are free of charge. Reminders, formal notices, certain decisions by the authorities, and the issuance of extracts are, however, subject to fees.<\/p>\n\n\n\nWhat Is Changing?<\/h2>\n\n\n\n
\n
Who Is Affected?<\/h2>\n\n\n\n
How Is a Beneficial Owner Identified?<\/h2>\n\n\n\n
What Information Must Be Reported?<\/h2>\n\n\n\n
Is the Register Public?<\/h2>\n\n\n\n
What Are the Deadlines?<\/h2>\n\n\n\n
\n
What Are the Penalties?<\/h2>\n\n\n\n
How Is the Information Reported?<\/h2>\n\n\n\n