Beneficial Ownership and the Swiss Transparency Register (TJPG), Explained | OwnMore

A beneficial owner (UBO — from the French "ayant droit économique", in German "wirtschaftlich Berechtigter") is the natural person who ultimately owns the assets or ultimately controls the legal entity behind a transaction. The definition in Swiss anti-money-laundering law is anchored in the Anti-Money-Laundering Act (GwG) and the ordinances issued under it; the starting threshold for an operating company is typically the natural person who directly or indirectly holds more than 25% of the shares or voting rights, or who otherwise exercises controlling influence. Where no single person crosses the threshold, or where control is exercised by other means, the person or persons who do exercise that control must be identified instead.

The concept of look-through is the operational heart of UBO determination. A company can be owned by another company, which is in turn owned by a holding company in a different jurisdiction, which may itself be owned by a trust — and so on. The obligation is not to stop at the first legal shell encountered, but to trace the chain until one arrives at the natural persons at the top. For trusts and foundations, the look-through extends to the persons who exercise control over the arrangement (such as settlors, trustees with discretion, and protectors) and, depending on the specific structure and applicable rules, to the beneficiaries. The companion article on KYC and AML onboarding for Swiss private-market investments provides a fuller overview of the three-step identity, UBO and source-of-funds process; this article focuses specifically on UBO and the direction of Swiss transparency reform.

Switzerland has historically combined a rigorous financial-intermediary duty to identify UBOs with a comparatively limited public-transparency architecture. That architecture has now changed materially. On 26 September 2025, the Swiss Parliament adopted the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG). TJPG establishes a non-public federal Transparency Register: Swiss legal entities — and certain foreign entities, including those that own real estate in Switzerland — must report their beneficial owners to the register. Under TJPG, a beneficial owner is a natural person who ultimately controls the entity by holding, directly or indirectly, alone or acting in concert, at least 25% of the capital or voting rights, or who exercises control by other means. The register is not open to the general public; access is restricted to competent authorities and certain obliged parties. TJPG also amends the GwG to extend due-diligence duties to certain higher-risk advisory activities, notably legal advisory services — lawyers and notaries — around company formation, structuring and certain real-estate transactions. Entry into force is on 1 October 2026; implementing ordinances are still to follow. Until those ordinances are published and in force, the precise operational details — exactly who reports what, in which form, and any subsidiary thresholds — depend on TJPG's text and the forthcoming ordinances; readers should consult those primary sources and qualified Swiss counsel for advice specific to their situation.

TJPG is broadly consistent with international standards developed by the Financial Action Task Force (FATF), of which Switzerland is a member, and with the EU's own beneficial-ownership register regime under the Anti-Money-Laundering Directives (AMLD), while adapting to Switzerland's constitutional and legal structure. What is now clear is that the regulatory expectation around UBO transparency — both within obliged entities' internal processes and in terms of what records must exist — has increased materially with TJPG's adoption, and that structures which have historically relied on minimal formal UBO documentation face a more demanding environment. The precise operational details of the federal Transparency Register depend on TJPG's text and the implementing ordinances, which are still to be published; tracking the primary sources and consulting qualified Swiss counsel remains essential.

Private-market investment in real estate rarely arrives in the simple form of a single natural person writing a cheque. More often, it arrives through a chain: a natural person controls a family holding company, which is the general partner of a limited partnership, which invests through a special purpose vehicle (SPV) established for a specific project. In a cross-border family-office context, that chain may cross several jurisdictions and include entities subject to different legal regimes — some of which may themselves have confidentiality protections that complicate the look-through. Determining the UBO in such a chain is not a formality: it is an analytical task that requires mapping the structure, identifying all relevant natural persons, and documenting how control is exercised at each layer.

The practical consequence for private-market transactions is significant. A UBO determination done loosely or deferred tends to surface as a problem precisely at the worst moment: at signing, when the notary or the intermediary requires the documentation; at settlement, when the funds transfer triggers a compliance review; or years later when a regulatory audit, a re-registration or an inheritance event requires the ownership chain to be reconstructed from scratch. By contrast, a UBO determination done precisely and recorded at the outset becomes the foundation on which every subsequent step rests — and the evidence base that a regulator or auditor expects to see already assembled, not hastily produced on request. For the same reason, the record must be treated as a living document: if the UBO changes — because shares are transferred, because the trust’s beneficiaries change, or because the family restructures — the record must be updated.

SPVs deserve a specific note. A special purpose vehicle is typically a clean, single-asset legal shell erected around one real estate project, and it is precisely because SPVs are purpose-built and often short-lived that UBO records are at risk of being treated as an administrative afterthought. But the UBO sits outside the SPV — in the holding company or fund that owns it — and regulators look through the SPV to that layer. A well-governed SPV transaction therefore has a UBO declaration that reaches through the SPV to the natural persons who ultimately control the vehicle or whose economic interest it serves.

The declaration of beneficial ownership is the document — typically a form prescribed or accepted by the relevant intermediary — by which the contracting party confirms who the beneficial owner or owners are. In Switzerland, such declarations are used by financial intermediaries to satisfy the GwG requirement to determine the UBO and to create the evidentiary record that the obligation was met. For a natural person investing directly, the declaration is straightforward: they are both the contracting party and the beneficial owner. For a legal entity, the declaration must map the ownership structure to the natural persons who meet the threshold or who exercise control, and the intermediary may require supporting documents — shareholder registers, trust deeds, foundation statutes, registers of ultimate beneficial owners maintained by the entity itself — to verify the declaration.

Good onboarding practice treats the ownership-chain map not as a completed form to be filed and forgotten, but as a structured record to be maintained. The same logic applies to source of funds: the initial declaration of where the capital originates must be backed by evidence proportionate to the risk profile of the relationship, and it must remain accurate for the life of the holding. Where the source changes — because new capital is injected from a different vehicle, because a loan is introduced, or because the beneficial owner’s own wealth situation changes materially — the record should be refreshed. An intermediary that encounters a stale or incomplete UBO record during a periodic review, or during enhanced due diligence triggered by a change in risk profile, will be in a stronger position if the original record was assembled methodically and is clearly dated and signed.

With TJPG adopted and the federal Transparency Register established, the internal UBO record that intermediaries already maintain under the GwG takes on additional importance: it is the source data from which reporting obligations to the non-public, authority-accessible register will ultimately be satisfied. Entities that have invested in clean, current, well-documented UBO records as a matter of internal governance are therefore better positioned for the register reporting requirements under TJPG than those which have treated the GwG declaration as a minimal compliance hurdle. The precise reporting mechanics depend on TJPG's text and the forthcoming implementing ordinances — which are still to be published and which must be verified against the primary sources together with qualified Swiss counsel; the operational detail is not yet fully settled pending those ordinances.

On OwnMore, the declaration of beneficial ownership and the source-of-funds declaration are captured at onboarding as a structural gate: they are required steps that must be completed and recorded before any binding stage of a private-market real estate transaction can proceed. The captured data — including the ownership chain mapped to the natural persons who ultimately own or control the investing entity — is sealed into the platform’s append-only SHA-256 audit chain alongside the eligibility classification, the identity record and every subsequent action taken on the specific opportunity. This means the full sequence of what was established, when, and in what order is held as an immutable, timestamped record that can be read back precisely, rather than reconstructed from memory after the fact.

Several clarifications are necessary. OwnMore operationalizes the Swiss beneficial-ownership and anti-money-laundering framework — it does not set the rules, does not make any party legally compliant, and does not substitute for the obligations that the law places on the relevant obliged entities and their counsel. OwnMore is not FINMA-licensed, is not an SRO member, is not a regulated intermediary, and does not file anything to the federal Transparency Register — or any other register — on a user's behalf; the reporting and regulatory obligations created by Swiss law, including under TJPG, remain the responsibility of the obliged parties and must be fulfilled in consultation with qualified Swiss counsel. This article describes the legal position as understood from publicly available sources as of the date of publication; legislative texts and the implementing ordinances must be tracked from the primary sources. OwnMore is pre-launch infrastructure that publishes no assets under management, client names, returns, track record or deal counts.

Qualified investors in Swiss private-market real estate and project developers or intermediaries seeking a platform that treats UBO declaration and source-of-funds as a structural, auditable gate — rather than an optional afterthought — are welcome to request access at ownmore.world/access. The platform is designed for sophisticated counterparties who understand that transparent, well-documented beneficial ownership is not a compliance burden but the foundation of a transaction that will hold up under scrutiny. To be precise about the entity: OwnMore is Swiss private-market investment infrastructure, based in Switzerland — a financial-infrastructure company, with no connection to any nutrition, wellness, supplement or multi-level-marketing brand of similar name.