In Swiss company practice, direct shareholdings often raise one practical question: when does a shareholder or company member count as a beneficial owner? The answer matters for investors, international founders, fiduciaries, lawyers, and corporate legal teams because ownership data is no longer just an internal formality. It is becoming a key part of clean corporate governance and regulatory readiness. The new Swiss transparency act enters into force on 1 October 2026 and establishes a transparency register for beneficial owners of legal entities. (Federal Council)
When does the 25% threshold apply?
As a practical rule, a natural person who directly holds at least 25% of the capital or voting rights of a company is relevant for beneficial ownership analysis. Under the current Swiss Code of Obligations, a person who acquires shares in a non-listed company and thereby reaches or exceeds 25% of the share capital or voting rights must notify the company of the natural person for whom they are ultimately acting. This notification must be made within one month. (Droit Bilingue)
For Swiss LLCs, the same logic applies to capital contributions: a person who acquires capital contributions and reaches or exceeds 25% of the nominal capital or voting rights must notify the company of the beneficial owner within one month. (Droit Bilingue)
In simple cases, this is easy to understand. If one founder owns 100% of a Swiss Ltd, that person is the beneficial owner. If two founders each own 50%, both are beneficial owners. If an investor directly acquires 30% of the shares or voting rights, that investor’s beneficial ownership position must be reviewed and documented.
Why ownership alone is not always enough
The 25% threshold is important, but it is not the only question. Beneficial ownership is about the natural person who ultimately owns, controls, or benefits from the company. A company, holding entity, or investment vehicle may appear as the direct shareholder, but it is not the final beneficial owner. The analysis must continue until the natural person or persons behind the structure are identified.
This is especially relevant for international entrepreneurs, venture capital structures, family offices, nominee arrangements, and group companies. A Swiss company may have a legal-entity shareholder on paper, while the actual control sits one or more levels above. In that case, the chain of ownership and control needs to be traced clearly and consistently.
The official Swiss transparency register guidance confirms that a beneficial owner is always a natural person and that companies or organisations cannot themselves be beneficial owners. It also states that the control chain must be traced back to the natural person or persons who actually control the company or benefit from it. (Swiss Transparency Register)
Direct control, indirect control, and control by other means
For direct shareholdings, the starting point is simple: look at who directly holds the capital or voting rights. If the holding is 25% or more, the person is generally within scope for beneficial ownership purposes.
However, control can also exist in other ways. A person may hold less than 25% but still influence key decisions through contractual rights, voting arrangements, veto rights, shareholder agreements, or other mechanisms. The official transparency register guidance notes that a person controls a company when they hold at least 25% of the capital or voting rights, and that control may also exist through other means, for example, where contractual arrangements allow influence over important company decisions. (Swiss Transparency Register)
This is where many practical mistakes happen. Companies often focus only on share percentages and overlook voting rights, side agreements, or special governance rights. For legal teams and advisers, the key is to review both ownership and effective control.
Why this matters during incorporations and company changes
Beneficial ownership questions often arise when speed matters: during incorporation, capital increases, investor entry, share transfers, restructuring, or updates to company records. If the ownership data is incomplete or inconsistent, the process can slow down quickly.
For first-time founders, the topic may feel technical. For fiduciaries, lawyers, and corporate legal teams, it is a recurring operational challenge. The right information must be collected, checked, updated, and kept traceable. This includes names, addresses, ownership percentages, voting rights, acquisition dates, and the way control is exercised.
A clean ownership structure also helps build trust. Investors want clarity before entering a company. Banks and advisers need reliable information for due diligence. Companies need up-to-date records to avoid unnecessary friction when corporate changes are required.
How Hoop helps keep ownership data clear
Hoop supports companies and professional advisers by turning ownership documentation into a structured digital process. In Hoop, users can manage shareholder data, record beneficial owners, add ownership and control details, and keep updated versions traceable in one secure workspace. Hoop’s transparency register workflow is designed to capture addresses, dates of birth, ownership percentages and acquisition dates, while showing the chain of control where shares are held through legal entities.
For fiduciaries, lawyers, and corporate legal teams, this reduces manual work and makes ownership information easier to maintain across multiple clients or entities. For founders and investors, it creates clarity from the start.
Understanding the 25% threshold is the first step. Keeping the information accurate, structured, and ready for future changes is where the real value begins.
This blog article does not constitute legal advice, it is made available “as is” and makes no claim to completeness or accuracy. Hoop makes no warranty or liability as to its content. This is excluded to the extent permitted by law. Use is at your own risk. Legal advice is recommended if necessary.
