The essentials in brief

  • Zefix and the cantonal commercial register extract document governing bodies, capital and signing authorities. For the shareholders of a company limited by shares (AG), the trail leads elsewhere.
  • The owners are recorded in the share register, a private document of the company (Art. 686 CO). Access rests essentially with the board of directors.
  • Bearer shares have largely been abolished since November 2019. On 1 May 2021, those no longer permitted were converted into registered shares by operation of law.
  • Anyone who, alone or in concert with others, reaches or exceeds 25 percent of the capital or the votes reports the beneficial owner to the company. Since 1 October 2026 this duty is set out in Art. 13 TJPG, before that it was in Art. 697j CO.
  • If another company stands behind the shareholder, the question repeats one level up. The chain ends only at a natural person.
  • Since 1 October 2026, these details are additionally held in the federal transparency register. Access is available to authorities as well as to financial intermediaries and advisers within the scope of their due diligence duties.

What this means in practice

  • Treat the identification of owners as a process, whether you are checking as a financial intermediary or want to know your business partners as a company. Obtain the self-declaration, check its plausibility and record the result.
  • Use the public registers for what they deliver, namely existence, governing bodies, capital and the history via the SOGC publications. They provide the framework into which the ownership details fit.
  • Ask for the recorded beneficial owners for holdings of 25 percent or more. The company already holds these details, and they answer your question first-hand.
  • Look through every intermediate company until you arrive at natural persons. Record at which point someone qualifies and at which point someone drops out.
  • Document the source and the date for every detail. In an audit, the derivation counts as much as the result.

How Advonis supports this

  • Advonis runs the identification of owners as a guided workflow. You enter the ownership structure, we look through the levels down to the natural person and record under which rule each person qualifies or drops out.
  • We verify the persons found and the intermediate companies in the same pass, and the Swiss forms are generated from the same data.
  • The result is a file with a complete audit trail that shows which detail came from whom, which rule was applied and who decided what and when.

In depth

What the commercial register shows

The commercial register documents the organisational constitution of a company, that is who represents it, how high the capital is and where it has its registered office. These entries are public and legally binding. Zefix, the central business name index of the Confederation, makes them searchable across Switzerland.

Shareholders of an unlisted AG remain anonymous towards the public. This is historically intended, the AG has always also been a vehicle for taking a capital stake while remaining private. The contrast with the GmbH makes this clear. There, the members are entered in the commercial register with their capital contributions and are visible to everyone.

A minor exception are the founding shareholders, who appear in the incorporation documents and can be inspected there as register supporting documents. However, this shows the position on the day of incorporation. Whether the shares have changed hands since then, and how often, remains hidden from the public.

The share register as the actual list of owners

The authoritative answer to the ownership question lies with the company itself. Under Art. 686 CO, every AG must keep a share register for its registered shares, in which owners and usufructuaries are entered with name and address. In relation to the company, whoever is entered in the share register counts as a shareholder.

The share register is, however, a private document. Access rests essentially with the board of directors, shareholders see the entries that concern themselves. It must be accessible in Switzerland at all times, for the company and the competent authorities.

Anyone wishing to establish the owners of an AG therefore depends on the cooperation of the company. This is exactly why financial intermediaries have worked for years with self-declarations such as Form A or Form K. The information is collected, checked for plausibility and documented.

The end of the anonymous bearer share

For a long time, the bearer share was regarded as the anonymity vehicle par excellence. Whoever held the certificate was a shareholder, and no name was recorded anywhere. That era is over. With the Global Forum Act, bearer shares were largely abolished as of November 2019, they remain permitted only for listed companies or as intermediated securities. On 1 May 2021, bearer shares that were no longer permitted were automatically converted into registered shares by operation of law.

Shareholder anonymity therefore exists today towards the public. Towards the company, it is history.

The 25 percent threshold

Since the FATF legislation of 2015, the private AG has also had an internal transparency duty. Anyone who acquires shares in an unlisted company and thereby, alone or in concert with others, reaches or exceeds 25 percent of the capital or the votes reports to the company within one month the natural person on whose behalf they ultimately act, the beneficial owner. Until 30 September 2026 this duty was set out in Art. 697j CO, and the company kept a separate list of these details. Since 1 October 2026 the same duty is set out in Art. 13 TJPG, and the company documents the details under Art. 8 TJPG.

The consequences of a missing report remain tangible. In the event of repeated breaches, the control authority may suspend the participation and property rights of the defaulting shareholder (Art. 38 TJPG).

These details, too, remain with the company and with the bodies designated by law. To this day, a publicly searchable register is not among them.

When a company stands behind the shareholder

The self-declaration first answers who holds a direct stake. If that is a natural person, the question is settled. If it is another company, the real work begins, because the same question then repeats one level up, and another level up, until a natural person stands at the end of the chain.

This is exactly where the effort arises, and where the errors arise. At every intermediate level, the question of who exercises control there has to be answered afresh. If several paths lead to the same person, their sum counts. And the rules under which control operates through a chain differ depending on the applicable framework, so the same facts can lead to two different results.

If all holdings ultimately remain below the threshold, a fallback rule applies. The most senior member of the managing body is then deemed the controlling person and is recorded with their function. This is a regular, correct result, especially where shareholdings are widely dispersed.

The transparency register since October 2026

Since 1 October 2026, the Federal Act on the Transparency of Legal Entities (TJPG) has been in force. It creates a second place where these details are held. Companies identify their beneficial owners and report them to a central register at the Federal Office of Justice. The share register continues to exist alongside it. What the register requires in detail is set out in our post on the transparency register, and whether a company has to report, and by when, is shown by the deadline check in four questions.

Access is available to the control authority, a catalogue of authorities as well as financial intermediaries and advisers within the scope of their due diligence duties under the Anti-Money Laundering Act. Zefix continues to show governing bodies, capital and signing authorities.

Conclusion

An AG belongs to its shareholders, and who they are is recorded in the share register. The company knows the beneficial owners from 25 percent upwards, and since October the Confederation knows them too. Both sets of details remain reserved for the authorised circle.

Identifying the owners of an AG is therefore a process. Public registers provide the framework, namely existence, governing bodies, capital and the history via the SOGC publications. Ownership itself comes from declarations by the company and its shareholders, which are checked and documented.

The question 'Who owns this AG?' is thus one of the few questions in Swiss commercial law that you have to ask rather than look up. And whose answer you have to be able to prove.

This post is a guide for orientation and does not constitute legal advice. The authoritative texts are the Code of Obligations (CO, SR 220) and the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG, SR 955.3), in force since 1 October 2026.