Knowledge base · CH

Switzerland

A federal state outside the EU whose stock corporations and limited liability companies serve as group holding, trading and family-office companies; profit tax set by federation, canton and commune, and a federal transparency register of beneficial owners, not public, in force since 1 October 2026.

Switzerland offers two company forms for owner-held structures: the stock corporation (AG) and the limited liability company (GmbH), both entered in the cantonal commercial registers. Groups use them as holding companies, regional headquarters, commodity traders and IP companies, and families as family-office holding companies, with management and decisions in Switzerland. Profit is taxed by the federation, the canton and the commune, so the combined rate depends on where the company sits. Dividends bear 35% withholding tax, refunded or reduced under treaties and, for qualifying group holdings, relieved at source through the notification procedure.

The Federal Act on the Transparency of Legal Entities came into force on 1 October 2026. It adds a federal register of beneficial owners, kept by the Federal Office of Justice and not public, to the register each AG and GmbH already keeps under the Code of Obligations. Existing entities file in stages between 31 December 2026 and 31 March 2027, with a simplified confirmation possible until 30 September 2028. The Swiss test is 25% or more, where the EU uses more than 25%.

Switzerland has no trust law of its own; the Federal Council dropped its trust project in September 2023, and foreign trusts are recognised under the Hague Trust Convention. The Civil Code limits family foundations to narrow purposes, so family wealth structures for Swiss residents more often use a foreign foundation or trust. General and limited partnerships are entered in the commercial register with their partners shown; apart from limited partnerships for collective investment, they are outside the transparency register.

General information, not advice. Facts are stated as of the date on each page. Law, lists and rates change; the professional who acts for the entity confirms what applies to it. Chrysos performs no regulated act and gives no legal or tax advice.

Facts as of 30 October 2026

Beneficial ownership

Who is a beneficial owner: Under the Federal Act on the Transparency of Legal Entities (LETA), the natural person who ultimately holds, directly or indirectly, alone or in concert with others, 25% or more of the capital or voting rights, or otherwise controls the entity. If there is none, the most senior managing person is reported.
Register: The federal transparency register, run by the Federal Office of Justice and filed through EasyGov. It covers stock corporations, partnerships limited by shares, limited liability companies, cooperatives, SICAVs, SICAFs, limited partnerships for collective investment, and foreign entities with a Swiss branch, effective management in Switzerland or Swiss real estate. Listed companies and entities more than 75% held by them are exempt.
Company's own register: Separately, under the Code of Obligations anyone who acquires 25% or more of an unlisted AG or GmbH reports the beneficial owner to the company, which keeps an internal register. The criteria differ from LETA, so the internal register cannot simply be copied across.
Deadlines: New entities within one month of entry in the commercial register; changes within one month of becoming aware. Existing entities — an AG under ordinary audit by 31 December 2026; other entities under ordinary audit by 31 January 2027; an AG not under ordinary audit by 28 February 2027; all others, foreign entities included, by 31 March 2027. Where the beneficial owners already appear in the commercial register as partners or officers, a simplified confirmation is possible by 30 September 2028. Any commercial-register filing after 1 October 2026 brings the deadline forward to one month.
Who can see it: Not public. Swiss authorities have access and, with authorisation from the Federal Office of Justice, financial intermediaries and advisers subject to the anti-money-laundering rules for due diligence, searching by entity, not by person.
Trusts and foundations: Switzerland has no trust law; the Federal Council dropped its trust project on 15 September 2023, and foreign trusts are recognised under the Hague Trust Convention. Foundations are entered in the commercial register and are not themselves reported to the transparency register; they appear only as possible controllers of entities in scope.
Nominees and bearer shares: Fiduciary shareholdings are lawful, but the 25% notification to the company and the transparency-register report name the beneficial owner, not the nominee. A director acting on instructions remains fully liable as a board member. Bearer shares are abolished for unlisted companies.
Penalties: Fines of up to CHF 500,000 for intentional breaches of the reporting and disclosure duties, false information included, and of up to CHF 100,000 for failing to comply with an authority's order.

Lists and exchange of information

EU tax list: Not listed (revision of 9 October 2026).
FATF: A FATF member, not on the grey or black list (June 2026 plenary). Last mutual evaluation in 2016.
Exchange of information: Common Reporting Standard since 2018, with amended rules in force from 1 January 2026; reporting on crypto-assets (CARF) from 1 January 2027 at the earliest. FATCA under a Model 2 agreement; a reciprocal Model 1 agreement signed on 27 June 2024 is expected to enter into force no earlier than 1 January 2028.
Pillar Two: A qualified domestic minimum top-up tax from 1 January 2024 and the income inclusion rule from 1 January 2025; the undertaxed profits rule is postponed.

3 forms

Legal entities

Company · AG · SA

Stock corporation

Law: Code of Obligations, Arts. 620–763

The usual Swiss company for holding and larger operating businesses. A separate legal person whose shareholders are liable only for their subscription. The company-law reform has applied since 1 January 2023.

Members and officers: At least one shareholder. A board of at least one natural person; a legal entity cannot sit on the board, though its representative can. At least one person authorised to represent the company, a director or a managing officer, must be resident in Switzerland. No company secretary; a registered seat in Switzerland.
Share capital: Minimum CHF 100,000, of which at least CHF 50,000, and 20% of each share, is paid in.
Public register shows: The cantonal commercial register, searchable through Zefix — name, seat, purpose, capital, directors and signatories, and auditor, with the articles and changes published in the Swiss Official Gazette of Commerce. Shareholders are not shown, and accounts are public only for companies with listed securities or bonds outstanding.
Accounts and audit: Annual accounts approved by the general meeting within six months. An ordinary audit for public companies and for those exceeding two of CHF 20 million balance sheet, CHF 40 million revenue and 250 full-time staff in two consecutive years; otherwise a limited audit, which a company with fewer than ten full-time staff may opt out of with all shareholders' consent.
Tax: Federal profit tax of 8.5% on profit after tax; combined effective rates from about 11.66% in Lucerne to 20.54% in Bern. 35% withholding tax on dividends and on bond and bank interest, refundable under treaties; none on royalties or ordinary loan interest. A participation reduction for dividends from holdings of at least 10%, or worth CHF 1 million or more.

How owners use it

Group holding company
Regional headquarters
Commodity trading company
IP and research company, under the cantonal patent box and R&D deduction
Family-office holding company with management in Switzerland

What comes with it

Tax authorities and treaty partners expect real decision-making in Switzerland for holding and financing companies, and withholding-tax refunds are subject to anti-abuse tests
Qualifying intra-group dividends can use the notification procedure for holdings of 20% or more, and dividends to an EU parent holding 25% for two years bear no withholding tax; repayments of qualifying capital contribution reserves are free of it
The transparency-register filing is separate from the company's own register under the Code of Obligations, and each follows its own criteria
Banks ask for the share register and internal register of beneficial owners, Form A or K, the transparency-register confirmation, audited accounts and board minutes

Company · GmbH · Sàrl

Limited liability company

Law: Code of Obligations, Arts. 772–827

A company whose members are liable up to their capital contributions, plus any additional contribution or ancillary duties set in the articles. Its members are entered in the commercial register, which makes it common for owner-managed businesses.

Members and officers: At least one member, a natural or legal person. Managing directors are natural persons; a member that is a legal entity appoints a representative. At least one person authorised to represent the company must be resident in Switzerland.
Share capital: Minimum CHF 20,000, fully paid in.
Public register shows: As for an AG, plus the members and their capital contributions.
Accounts and audit: As for an AG, with the same ordinary or limited audit and the same opt-out for fewer than ten full-time staff.
Tax: As for an AG, including 35% withholding tax on distributions and the participation reduction.

How owners use it

Subsidiary and operating company
Service company
Smaller holding company

What comes with it

Banks cross-check the public list of members against the beneficial-ownership declaration
First transparency-register filing by 31 January 2027 for a GmbH under ordinary audit and by 31 March 2027 for others; a simplified route is open where all beneficial owners already appear as members in the commercial register

Foundation · Stiftung · fondation

Foundation

Law: Civil Code, Art. 80 onwards

A legal person whose assets are dedicated to a purpose, entered in the commercial register. Charitable foundations are supervised; family foundations are limited by law to narrow purposes.

Registration: Entered in the commercial register.
Supervision: Charitable foundations are under federal or cantonal supervision.
Family foundations: Limited to narrow purposes, such as the education or support of family members in need (Civil Code, Art. 335).
Transparency register: A foundation does not report its own beneficial owners to the federal register; it appears only as a possible controller of entities in scope.

How owners use it

Charitable and public-benefit foundation
Family foundation for the education or support of family members in need

What comes with it

Because Swiss family foundations are restricted, family wealth structures for Swiss residents more often use a foreign foundation or trust

Sources

Facts as of 30 October 2026

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