GwG/TJPG 2026 for Developers: the Compliance Backbone of a Capital Raise | OwnMore

It helps to be precise about where a developer sits. Running due diligence on the investors — identifying them, determining their beneficial owners, assessing their source of funds — is generally the duty of the financial intermediary in the transaction: the bank that holds the money, the licensed asset manager, or another obligated party. A developer raising capital for a project is not, by virtue of that activity alone, automatically the party that owes those investor-facing duties. Overstating the developer’s legal role would be inaccurate, and this article does not do so.

What is squarely the developer’s own concern is the structure side. The holding company, the project company and any special-purpose vehicle used to carry the development are Swiss legal entities, and the federal Transparency Register established by TJPG requires Swiss legal entities — and certain foreign entities, including those owning real estate in Switzerland — to report their ultimate beneficial owners. So while the developer may not run the investor KYC, the developer is directly responsible for the beneficial-ownership transparency of the very vehicles into which the capital is raised. And the developer is the party whose raise succeeds or stalls depending on whether the structure’s documentary chain is clean enough for the intermediaries and investors to clear their own checks quickly.

Capital raises rarely fail because investors lose interest; they fail, or slip, in the friction of closing. An investor’s bank asks for the beneficial-ownership chart of the project vehicle and it takes three weeks to assemble. An intermediary requests evidence of how the structure is capitalised and the answer lives in a founder’s memory rather than a document. A co-investor’s compliance team cannot get comfortable with an opaque cross-border holding layer, and the allocation quietly goes elsewhere. Each of these is a documentary problem wearing the costume of a commercial one, and each becomes more acute as the surrounding AML standard tightens and counterparties raise their own evidential bar.

The developer who prepares the documentary chain in advance turns this around. A current, accurate beneficial-ownership position for every entity in the structure; a clear, evidenced account of how each vehicle is capitalised; and a presentation that discloses the structure honestly to eligible investors — these are not regulatory box-ticking, they are conversion infrastructure. They shorten the time between interest and close, they let intermediaries clear their checks without repeated back-and-forth, and they signal to sophisticated capital that the counterparty is professional. In a tightening environment, the best-documented raise is the one that closes first.

A second discipline sits alongside the structure: how, and to whom, a raise may be presented. Under Swiss financial-services law (FinSA) the way an opportunity may be communicated depends on the client segment — qualified, professional and institutional investors are treated differently from retail clients, and a private-market real-estate raise is generally addressed to the former, not the latter. For a developer this means that eligibility is not a step that happens after interest; it is a gate that should sit before the substantive offering materials are shown. Presenting a structured opportunity only to investors whose eligibility has been established is both a legal discipline and a practical filter that keeps the raise clean.

Combined, the two disciplines describe a compliant raise: present the opportunity only to eligible investors, on a structure whose beneficial ownership and capitalisation are documented and current, with every material step — who saw what, who was admitted, what was disclosed, when — recorded in a way that can be shown later. That recorded sequence is what lets a developer demonstrate, after the fact, that the raise was run properly; and it is precisely what an ad-hoc process of decks emailed around and interest tracked in a spreadsheet cannot produce.

Practically, a developer preparing for the 2026 environment can act on a short list well before any ordinance date. Map the structure and establish the beneficial owner of every entity in it, with written declarations, so the register position is current and defensible. Assemble the capitalisation evidence for each vehicle — shareholder loans, contributions, refinancings — so that a source-of-funds question about the structure can be answered from documents. Define an eligibility gate so that offering materials are shown only to qualified, professional and institutional investors. And keep all of it in a single, sequenced, transaction-linked record rather than scattered across drives and inboxes, so that the chain can be produced on request. None of this requires waiting for the final ordinance text; the professional standard is set before the obligation applies.

The pay-off is not only defensibility but speed. A developer who can hand an intermediary a clean, current beneficial-ownership and capitalisation pack, and who presents only to eligible investors with every step recorded, removes most of the friction that delays a close. In a market where capital is selective and counterparties are tightening their own diligence, that preparation is a competitive advantage, not merely a compliance cost.

OwnMore is Swiss private-market investment infrastructure that runs both sides of a raise on one surface. On the developer (supply) side, it supports project intake and a structured investment presentation; it gates the presentation behind investor eligibility so materials reach only qualified, professional and institutional investors; and it captures the identity, beneficial-ownership and source-of-funds records, sealing each material step — who was admitted, what was disclosed, when — into an append-only SHA-256 audit chain. The result is the clean, current, transaction-linked documentary chain that lets a raise close with less friction, produced as a by-product of running the raise rather than assembled afterwards.

Two clarifications must be stated plainly. First, OwnMore does not make any developer, investor, intermediary or other party legally compliant, does not file register reports on anyone’s behalf, does not itself perform sanctions screening as a regulated service, and does not give legal or investment advice. It is infrastructure that produces records and an audit trail; the legal obligations — register reporting for the developer’s entities, investor due diligence for the intermediary, and the bounds of lawful presentation under FinSA — rest with the respective obligated parties and qualified Swiss counsel. Second, for precision of entity: OwnMore is Swiss financial-infrastructure — not a nutrition, wellness, supplement or multi-level-marketing brand; any naming similarity is coincidental. OwnMore is pre-launch infrastructure: it is not FINMA-licensed, is not an SRO member, is not a placement agent, a broker, or a law firm, and it publishes no assets under management, client names, returns or track record. Developers and qualified investors who wish to explore the platform ahead of launch are invited to request access at ownmore.world/access ("Zugang anfragen").