Beneficial owners and share register: practical obligations for SA and Sàrl from 2026

Do you have an SA or Sàrl in Geneva? Then let's talk about a topic that will soon become a classic for year-ends and due diligences: declaring beneficial owners (BO) and keeping your registers (shares or units) in perfect order.

The starting point: Switzerland will set up a central federal register of beneficial owners, with entry into force announced "from the end of 2026". This means something very simple: what used to be "more or less" in a binder or an Excel file will now face reporting obligations, controls, and requests for evidence. And when things go wrong, it's always at the worst moment: company sale, investor entry, opening a bank account, AML control, or change of director.

I'll explain concretely what you'll need to do, how to organize your registers, which documents to keep, and where the pitfalls are.

(Source: Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM))

New reporting obligations to the federal register of beneficial owners

What really changes (and what doesn't)

Until now, many companies confused three things:

• the share/unit register (corporate law obligation)
• the identification of the BO (often pushed by banks and AML)
• the "beneficial owner" in the AML sense (term used in all sorts of ways)

With the central federal register, we move to a more structured logic: an obligation to report and update BOs, with data that must be consistent with your internal registers.

What doesn't change: you already have to keep a share register (SA) or a unit register (Sàrl). This register remains your base. The federal register does not replace your internal register; it forces you to be clean, consistent, and responsive.

(Source: Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM))

Who is concerned in practice in Geneva

In practice, the following structures are typically concerned:

• Geneva SAs (including family holdings)
• Sàrls (SMEs, service companies, real estate companies)
• groups with sister companies in several cantons (Geneva/Vaud/Valais)

And there is a case we often see in Geneva: the company that seems "simple" on the surface, but with a corporate shareholder (a holding) and, behind it, a cascade of shareholders. Here, identifying the BO becomes a tracing exercise. If you don't already have a clear mapping, you'll do it... under pressure.

What information will typically be expected

Without going into technical details that will depend on ordinances and implementation, expect to have to report information such as:

• identity of the beneficial owner (natural person)
• nature of control (direct/indirect holding, control by shareholders' agreement, etc.)
• start (and end) date of BO status
• chain of ownership if the shareholder is a legal entity

A practical point: many SMEs think that "if there are 2 partners at 50/50, it's clear." Yes... until one of them holds through a company, or an agreement gives a veto right, or a convertible loan is lying around. Result? The BO is not who you think.

Deadlines and update logic: the real issue

The federal register is not just "declare once." The issue is updating.

Events that trigger an update, in real life:

• transfer of shares/units
• capital increase
• conversion of a loan into capital
• entry of a new investor
• intragroup reorganization
• change of control via an agreement (even without transfer of securities)

If you wait for the annual closing to deal with it, you'll be chasing signatures and documents. And in Geneva, when you need to get a passport, a proof of address, or a signed declaration from a foreign shareholder... it can take weeks.

Checklist 1 — What you should prepare now (even before 2026)

• Map out the shareholding/partners: who owns what, directly and indirectly
• Identify the natural persons who actually control (not just the names on the register)
• Gather IDs and proof of address for the persons concerned
• Update the share/unit register (dates, numbers, transfers)
• Centralize shareholders' agreements, voting agreements, options, convertibles
• Appoint an internal (or fiduciary) person responsible for updates

You save time and avoid the classic scenario: "What do we need to sign again?" the day before a closing.

Managing the share register (SA) and the unit register (Sàrl)

Let's be clear: if your register is incomplete, you're vulnerable. Not just to the future federal register, but also to a dispute between shareholders, a bank, an auditor, or a buyer.

(Source: OFRC Communication 1/24 - Commercial Register Practice on the Revised SA Law)

SA: share register — what is expected from a "clean" register

A serious share register includes:

• list of shareholders with contact details
• number of shares held
• nominal value
• share category (if several)
• dates of acquisition and exit
• any restrictions (registered shares with transfer restrictions)

And above all: traceability. Each movement must be linked to a document: transfer contract, board decision, register entry, proof of payment if relevant.

Field observation (Geneva): we still see SAs with "share certificates" never updated, transfers made by email, and a register that hasn't changed since 2016. It works... until a shareholder contests a voting right. Then, it's panic.

Sàrl: unit register — often neglected, often vulnerable

In Sàrls, people tend to think it's "simpler." Yes, but it's also more exposed to conflicts between partners.

A unit register must reflect:

• partners and their contact details
• number of units
• nominal value
• transfers (with dates)
• any statutory restrictions

The classic pitfall: a transfer of units "between friends" without proper form, without a meeting decision, without updating the register. On paper, the former partner remains a partner. And when there's a dividend or liquidation, guess who comes back.

Internal register vs Commercial Register: don't mix them up

The Commercial Register (CR) publishes certain information (directors, managers, capital, etc.). It does not publish your share/unit register.

Your internal register remains your responsibility. And it's the one that must be consistent with what you report and what you can prove.

(Source: Commercial Register, Zefix® and Regix - admin.ch)

Table 1 — SA vs Sàrl: concrete control points on registers

When should you update the register (without delay)

Update the register as soon as there is:

• transfer of securities
• issuance of new securities
• cancellation / capital reduction
• change of address of a significant shareholder (yes, it matters when you need to contact them)
• name change (marriage, etc.)

It's not perfectionism. It's risk management.

Documentation, evidence to keep, and internal controls

The federal register will push a simple logic: "You report X? Show me why X is true."

So we're talking about evidence.

(Source: Anti-Money Laundering Act: Additional Obligations (FOJ))

The documents that save the day when things get tough

Here's what is almost always requested during a control, a bank, an audit, or a transaction:

• up-to-date statutes
• up-to-date share/unit register
• signed transfer contracts
• minutes (meeting, board) related to transfers/increases
• shareholders' agreements and voting agreements (at least for BO analysis)
• dated ownership chart
• IDs of BO natural persons
• proof of address (as required)

And on the accounting side:

• proof of capital payment (if relevant)
• entries related to contributions, agios, convertible loans

Internal controls: an SME doesn't need a factory

In our opinion, the best approach is a simple but systematic process:

1. an event occurs (transfer, increase, agreement)
2. trigger a checklist
3. update register + documents
4. validate who is BO
5. report if necessary

The problem is not complexity. It's forgetting.

Checklist 2 — "BO & registers" file to keep in order

• Share/unit register (dated version, signed if you do it)
• Ownership chart (with percentages and dates)
• Copy of statutes and amendments
• Transfer contracts + annexes
• Meeting/board minutes related to securities movements
• Shareholders' agreements / voting agreements / options
• IDs and contact details of BO
• History of reports and updates (who did what, when)

Field anecdote: the "founder's binder"

We saw a Geneva SME (B2B services, 12 employees) where everything was "in the founder's binder." Except the founder was away, and the bank was asking within 48 hours for proof of shareholding and identification of BOs to renew a credit line.

Result? Two days lost, unnecessary stress, and a file put together in a rush. It often ends with "we'll do better next time." Except next time comes quickly.

A step-by-step method to be ready before the end of 2026

Want something concrete? Here's a method we often apply with SAs/Sàrls in Geneva.

Step 1 — Snapshot the current situation

• Take out your up-to-date statutes
• Take out your share/unit register
• List all movements since the last update (even informal ones)

If you find an "unfinished" transfer, note it. We'll deal with it next.

Step 2 — Reconstruct the chain of ownership up to natural persons

• If shareholder = natural person: simple
• If shareholder = legal entity: trace upwards
• If shareholder = trust/foundation/foreign structure: be prepared to request documents

The goal: identify the natural persons who actually control.

Step 3 — Qualify control (not just the percentage)

Questions to ask:

• Who has the majority of voting rights?
• Who can appoint/remove the governing bodies?
• Is there an agreement that gives de facto control?
• Are there options, convertibles, preferential rights?

Step 4 — Update internal registers (properly)

• Correct dates
• Add missing documents
• Validate transfers that haven't been (if possible)

Step 5 — Set up an internal "trigger"

Examples of triggers:

• any transfer of securities = notification to the fiduciary
• any change in agreement = BO review
• any capital increase = update register + ownership chart

Step 6 — Prepare the reporting format and governance

Even if operational details will depend on implementation, you can already decide:

• who reports (internal vs fiduciary)
• who validates (director, manager)
• where evidence is stored

Practical case (Geneva) — when the BO is not who you think

Let's take a Geneva SA, IT sector, 8 employees.

• Share capital: CHF 100,000, divided into 100,000 registered shares of CHF 1 each.
• Shareholders registered:
• Holding A SA (Geneva): 60,000 shares
• Ms. B (Geneva): 40,000 shares

So far, everyone says: "BO = Holding A SA (60%) and Ms. B (40%)." But the BO is a natural person, not a company.

Let's look at Holding A SA:

• Mr. C owns 70% of Holding A SA
• Ms. D owns 30% of Holding A SA

Economic control over the operating company:

• Mr. C indirectly controls 60% × 70% = 42% of the IT company's shares
• Ms. D indirectly controls 60% × 30% = 18%
• Ms. B directly controls 40%

Who is the main BO?

• Mr. C (42%) and Ms. B (40%) are the two dominant natural persons.

And now the twist (classic pitfall): a shareholders' agreement provides that Ms. B has a veto right over the budget and CEO appointment, and that certain decisions require her agreement.

In practice, this means Ms. B has de facto control over strategic decisions, even without a majority.

This case is often seen in companies where a "tech" founder keeps strong rights, while a holding owns the economic majority.

Moral: if you only look at the share register, you miss part of the reality.

Risks and sanctions in case of non-compliance or omission

Let's be direct: the risk is not just a fine. The risk is being blocked.

Concrete risks for an SME

• bank freezing onboarding or an existing relationship until the BO is clear
• buyer lowering the price or requiring a guarantee because the structure is not clean
• dispute between shareholders/partners (voting rights, dividends)
• liability of the governing bodies if the company is not properly managed

Sanctions: what to remember

The texts provide for enforcement mechanisms and sanctions in case of non-compliance with transparency obligations. The exact terms will depend on implementation, but the principle is simple: omission or false declaration = exposure.

And beware of "I didn't know." In corporate law, the body (board of directors, management) is responsible for organization.

(Source: Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM))

Table 2 — Typical omission → typical consequence → pragmatic correction

7 costly mistakes for Geneva SAs and Sàrls (and how to fix them)

1) Confusing shareholder and beneficial owner

You can have a corporate shareholder (holding) and a natural person BO behind. If you stop at the first level, you're missing the point.

Correction: ownership chart up to natural persons, dated.

2) "Excel" register without history or documents

An Excel can be a tool, not evidence.

Correction: link each movement to a document (transfer, minutes, decision) and keep a dated version.

3) Forgetting control rights beyond percentages

Veto, voting agreements, options... this changes the analysis.

Correction: BO review at each agreement/change, not just at each transfer.

4) Not documenting capital payment and contributions

When an investor arrives, they want to understand what was paid in, when, and how.

Correction: capital file (bank proof, contribution contracts, entries).

5) Letting unfinished transfers linger

"We signed, but didn't do the minutes." Classic.

Correction: formal regularization, update register, validation by bodies.

6) Thinking that "the CR is enough"

The CR does not replace your internal registers.

Correction: up-to-date, consistent, accessible internal register.

7) Putting everything on one person

When the founder is absent, no one knows.

Correction: simple governance: one responsible + a fiduciary + a central file.

Access to the register, confidentiality, and realistic expectations

The recurring question: "Who will be able to see this info?"

The federal register aims for transparency, but there are also confidentiality and access issues. The exact terms (who has access, under what conditions) will depend on the implementing rules.

What I can tell you from the field: even without full public access, the actors that matter to you (banks, auditors, competent authorities, AML-subject partners) will ask for evidence. And they already do.

(Source: Federal Act on Transparency of Legal Entities (LTPM), official consultation)

How to organize this properly in an SME (without spending your evenings on it)

In Geneva, the most effective solution often looks like this:

• a share/unit register kept and updated by the fiduciary
• a central BO file (ownership chart + documents)
• an internal "event → update" procedure

Who does what: a simple split

• Board of directors / management: validates movements, signs decisions
• Management/administration: reports events (transfer, agreement, investor)
• Fiduciary: keeps the register, checks consistency, prepares reports, archives evidence

You avoid ping-pong and omissions.

What banks and auditors will ask you (even if you don't like it)

Let's be realistic: the pressure often comes from banks and audits, not just the law.

Expect requests such as:

• signed/dated ownership chart
• signed BO declaration
• copies of passports
• explanation of foreign structures
• consistency between internal register, statutes, and declarations

If you have everything ready, it's settled in an hour. If you're looking for documents, it becomes a saga.

(Source: Anti-Money Laundering Act: Additional Obligations (FOJ))

What the revised SA law has already changed in register practice

The revised SA law has already pushed many companies to tidy up their documents and governance. We see it in the practice of the Commercial Register and in the expectations of professionals.

If your SA has taken advantage of these changes to clean up its minutes, decisions, capital increases, you're ahead of the game.

(Source: "Revised Company Law" Brochure – EXPERTsuisse)

FAQ on beneficial owners, compliance, the distinction with beneficial owner, and register access

1) What exactly is a "beneficial owner"?

It's the person(s) who actually control a company, directly or indirectly. Not the corporate shareholder, not the nominee.

(Source: Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM))

2) BO and "beneficial owner", is it the same?

In practice, the terms are often used as synonyms, especially by banks. Legally, the "beneficial owner" is closely linked to AML obligations and bank forms. The BO, on the other hand, is part of a transparency and reporting logic for legal entities.

Remember this: if you mix up the concepts, you risk providing inconsistent information.

(Source: Anti-Money Laundering Act: Additional Obligations (FOJ))

3) Will all SAs and Sàrls have to report their BOs?

The project specifically targets legal entities and the identification of BOs via a central register. The details (exceptions, terms) depend on the implementing texts, but for a "classic" SA/Sàrl in Geneva, you should assume you are concerned.

(Source: Federal Act on Transparency of Legal Entities (LTPM), official consultation)

4) If my shareholder is a holding, do I declare the holding?

No, you must trace up to the natural persons who control the holding (and thus the company). The holding is part of the chain, not the final target.

5) Who will have access to the federal BO register?

Access will depend on the implementing rules (authorities, AML-subject entities, etc.). Don't assume that "no one will see anything." In practice, those who finance or control you will ask for evidence.

(Source: Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM))

6) What if we discover the share/unit register is false or incomplete?

Regularize. And do it properly: reconstruct movements, collect documents, decisions by bodies if necessary, update the register, then align BO.

The worst choice is to let it drag on hoping it won't be noticed. It always is... at the wrong time.

(Source: OFRC Communication 1/24 - Commercial Register Practice on the Revised SA Law)

References

• OFRC Communication 1/24 - Commercial Register Practice on the Revised SA Law
• Anti-Money Laundering Act: Additional Obligations (FOJ)
• Commercial Register, Zefix® and Regix - admin.ch
• Federal Act on Transparency of Legal Entities and Identification of Beneficial Owners (LTPM)
• Federal Act on Transparency of Legal Entities (LTPM), official consultation
• "Revised Company Law" Brochure – EXPERTsuisse