Director and ubo in Switzerland: what can be established

Control in a Swiss company is distributed across two distinct layers. The first layer is the commercial register: it names directors, authorised signatories and, for GmbH structures, the members with their capital contributions. The second layer is the transparency register introduced under the Anti-Money Laundering Act: it records the beneficial owner where the statutory threshold is met. Neither layer is fully public in the sense that an anonymous visitor can retrieve a named record without any formality. The path to each layer — the identifier, the language, the access condition — is what this report removes.

What the Swiss commercial register establishes

Switzerland operates 26 cantonal commercial registers unified under the federal index Zefix. Every company subject to registration — AG, GmbH, branch, foundation — has a single entry in its cantonal register and a UID (Unternehmens-Identifikationsnummer).

The register entry states:

• the company name, legal form, registered seat and UID
• the members of the board of directors (Verwaltungsrat) for an AG, or the managing directors (Geschäftsführer) for a GmbH
• the authorised signatories and the scope of their signing authority (individual, collective, with restriction)
• for GmbH: the members (Gesellschafter) and their nominal capital contributions
• the date of each mutation and the journal number of the underlying filing

For an AG, the shareholder register is private. The register entry does not name shareholders of an AG. This is the structural ceiling of the commercial register for share-capital companies.

Source: Zefix / cantonal commercial registers · extracted 2026-09-01

The GmbH layer: members are on the record

A Swiss GmbH is the structure where the commercial register comes closest to full ownership disclosure. Every member must be entered by name, with the nominal value of their Stammeinlage. Transfers of membership interests require a notarised deed and a register mutation. The record therefore reflects the ownership state as of the last mutation.

The gap: the register shows the nominal holder. It does not show whether that holder acts on behalf of another person, whether a usufruct or pledge has been granted over the interest, or whether a shareholders' agreement restricts the exercise of voting rights. Those arrangements exist in private documents outside the register.

Source: Zefix / cantonal commercial registers · extracted 2026-09-01

The AG layer: what the register does and does not show

For a Swiss AG, the register names the board and the signatories. It does not name shareholders. Bearer shares were abolished for non-listed companies with effect from 1 November 2019: all shares of non-listed AG must now be registered, and the company must maintain a share register. That share register is a private document held by the company.

The consequence for a third-party verifier: the commercial register establishes who governs and who signs. It does not establish who owns. The ownership layer of an AG requires either a disclosure by the company itself or access through the transparency register channel — which is not open to private third parties.

Source: Swiss Code of Obligations, Art. 686 and 697i–697m; Federal Act on the Implementation of FATF Recommendations 2019 · verified 2026-09-01

The transparency register: beneficial owners under AMLA

The Anti-Money Laundering Act, as amended, requires every non-listed Swiss company to identify and record its beneficial owner — defined as the natural person who ultimately holds or controls 25 % or more of the capital or voting rights, or who otherwise exercises control. The record must be kept current and produced to financial intermediaries and competent authorities on request.

This register is not public. There is no portal through which a buyer, a counterparty or an analyst can query it. The information is accessible:

• to the company's bank or other financial intermediary, as part of their KYC obligation
• to FINMA, the Federal Tax Administration, the Money Laundering Reporting Office Switzerland (MROS) and other competent authorities
• in the context of a court or administrative proceeding

A private third party cannot compel disclosure. The practical consequence: for an AG with a complex holding structure, the transparency register exists and is maintained, but its content is not reachable through a standard registry query.

Source: AMLA Art. 2a; Ordinance on the Anti-Money Laundering Act (AMLO); FINMA Circular 2011/01 · verified 2026-09-01

Signing authority: the operative control layer

The commercial register entry for signing authority is the most operationally significant piece of information it contains. Swiss register entries distinguish:

• Einzelunterschrift — the person signs alone and binds the company
• Kollektivunterschrift zu zweien — two named persons must sign jointly
• Kollektivunterschrift zu zweien mit einem Mitglied des Verwaltungsrates — one signatory must be a board member
• Prokura — commercial power of attorney, with or without restriction to the domestic seat

The scope of each signatory's authority is stated in the entry. A director without signing authority cannot bind the company externally. A Prokurist with restricted authority cannot act beyond the stated restriction. These distinctions are verifiable from the register and are the starting point for any counterparty assessment.

Source: Zefix / cantonal commercial registers; Swiss Code of Obligations Art. 718 · extracted 2026-09-01

Insolvency and enforcement records

Swiss insolvency proceedings are published in the Swiss Official Gazette of Commerce (SOGC / SHAB). The SOGC carries notices of:

• bankruptcy openings and closures
• composition proceedings (Nachlassverfahren)
• debt enforcement proceedings where a loss certificate has been issued
• liquidation notices

The debt enforcement register (Betreibungsregister) is maintained at the district level. An extract from the Betreibungsregister shows pending enforcement proceedings and loss certificates against a named debtor. Access to the extract requires a legitimate interest, which must be declared. The extract covers the district of the debtor's domicile or registered seat; proceedings in other districts are not visible from a single extract.

A negative result in the SOGC does not exclude a proceeding that has been opened but not yet published. A negative result in the Betreibungsregister covers only the queried district.

Source: Swiss Debt Enforcement and Bankruptcy Act (SchKG); SOGC (shab.ch) · verified 2026-09-01

The limit of what the sources allow

The commercial register establishes governance and, for GmbH, nominal ownership. It does not establish:

• the shareholders of an AG
• the beneficial owner of any structure where the transparency register applies
• the existence of a shareholders' agreement, usufruct, pledge or trust arrangement over shares or membership interests
• the identity of the person who gives instructions to the board without holding a formal position
• enforcement proceedings in districts other than the registered seat

The transparency register exists and contains the beneficial owner record for most non-listed Swiss companies. It is not accessible to private third parties. The report establishes the chain to the level the sources permit and states precisely where the chain stops and why.

The ceiling of what the sources allow is stated before payment.

Where the sources disagree

Two situations produce source conflicts in Swiss company records.

Register entry versus SOGC notice. A company may appear active in the commercial register while a bankruptcy or liquidation notice has been published in the SOGC. The register mutation following a bankruptcy opening takes time. The report checks both sources and flags any gap between them.

GmbH member list versus signing authority. A member holding a majority Stammeinlage may have no signing authority. Conversely, a minority member may hold Einzelunterschrift. The register entry states both facts; the report maps the relationship between ownership weight and operative authority explicitly.

Source: Zefix / cantonal commercial registers; SOGC (shab.ch) · extracted 2026-09-01

Scope and fixed price

FAQ

Does the Swiss commercial register name the shareholders of an AG? No. For an AG, the register names the board of directors and authorised signatories. Shareholders are not entered. The share register is a private document held by the company. For a GmbH, members are entered by name with their capital contributions.

Is the beneficial owner register in Switzerland public? No. The transparency register maintained under the Anti-Money Laundering Act is not a public register. It is disclosed to financial intermediaries as part of their KYC process and to competent authorities. A private third party cannot access it through a registry query.

What does signing authority in the Swiss register actually mean? The register entry states whether each named person can bind the company alone (Einzelunterschrift) or only jointly with another named person (Kollektivunterschrift). A director without signing authority cannot enter into contracts on behalf of the company. A Prokurist with a restriction to the domestic seat cannot bind the company for transactions abroad. These distinctions are verifiable from the register entry.

What is the Betreibungsregister and why does it matter? The Betreibungsregister is the district-level debt enforcement register. It records pending enforcement proceedings and loss certificates against a named debtor. An extract requires a declaration of legitimate interest. It covers only the district of the debtor's registered seat; proceedings in other districts require separate queries.

Can a Swiss AG have a beneficial owner who does not appear in any public register? Yes. The shareholder register of an AG is private. The transparency register records the beneficial owner but is not accessible to private third parties. A third-party verifier working from public sources alone cannot establish the beneficial owner of an AG. The report states this limit explicitly and identifies the last verifiable link in the chain.

What happened to bearer shares in Switzerland? Bearer shares in non-listed Swiss companies were abolished with effect from 1 November 2019. All shares of non-listed AG must now be registered. Companies that failed to convert bearer shares by the statutory deadline faced automatic conversion or cancellation. The commercial register does not show the historical bearer share status, but the mutation history may reflect the conversion filing.

Sources

• Zefix — Federal Commercial Register Index — zefix.ch — extracted 2026-09-01
• Swiss Official Gazette of Commerce (SOGC / SHAB) — shab.ch — extracted 2026-09-01
• Swiss Anti-Money Laundering Act (AMLA), Art. 2a — Federal Chancellery — fedlex.admin.ch — verified 2026-09-01
• Swiss Code of Obligations (OR), Art. 686, 697i–697m, 718 — Federal Chancellery — fedlex.admin.ch — verified 2026-09-01
• Swiss Debt Enforcement and Bankruptcy Act (SchKG) — Federal Chancellery — fedlex.admin.ch — verified 2026-09-01
• Federal Act on the Implementation of FATF Recommendations (2019) — Federal Chancellery — fedlex.admin.ch — verified 2026-09-01

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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.

Author: Katharina Berg — Partner, Central Europe, VLO Law Firm