Handing over a company starts with conversations about people, values and financing. But it is only complete once the registers are up to date. At the national conference on business succession held by SECO and the umbrella association CHDU on 3 November 2026, it was noted that around 90,000 companies with some 800,000 jobs in Switzerland face a handover (Federal Council press release).
In short: when a company is handed over through shares or capital contributions, it must update its share register or register of capital contributions, register changes to the board, the management or (for a GmbH) the partners with the commercial register, and report the new beneficial owners to the transparency register within one month. Planning these steps together avoids gaps and follow-up questions. With Hoop, you keep the share register and company changes digital and prepare the report directly from the register data.
This article is for fiduciaries and law firms that support handovers and for entrepreneurs planning their succession. We deliberately do not cover taxes or company valuation here. As of: November 2026.
Why is succession also a register matter?
Whether the company goes to family members, the management or third parties: when the shares are transferred (share deal), ownership changes, and usually control as well. This has consequences in three places:
- Share register or register of capital contributions: the company must keep track of who is a shareholder or partner.
- Commercial register: if the board, the management or authorised signatories change, a filing is required. For a GmbH, the partners themselves are also registered.
- Transparency register: if the beneficial owners change, the company must report it.
What does an AG need to do when shares are transferred?
For registered shares, the AG keeps a share register with the name and address of owners and usufructuaries (Art. 686 CO). After a transfer, the new shareholder is entered as soon as they prove the acquisition. If the shares are restricted, the board must first approve the transfer in line with the articles of association.
- File the transfer agreement or assignment and, where applicable, the board’s approval resolution.
- Update the share register with date and supporting document; do not delete the previous entry but record it as a disposal.
- Check whether the new holding gives control (at least 25 % of capital or votes). If so, the shareholder must report the beneficial owner to the company within one month (Art. 13 TJPG).
Read more: updating the share register after a share transfer and our share register template (Excel).
What applies to a GmbH when capital contributions are assigned?
- The assignment of capital contributions must be in writing (Art. 785 CO).
- Unless the articles provide otherwise, the partners’ meeting must approve it (Art. 786 CO).
- The managing directors update the register of capital contributions (Art. 790 CO).
- The partners are entered in the commercial register. A change of partner is therefore always also a change in the commercial register.
The same applies here: anyone who gains control with their capital contributions reports the beneficial owner to the company within one month (Art. 13 TJPG). The change in the commercial register also has a direct consequence for the transparency register (see below).
What changes for the board, the management and signing authority?
A succession often also changes the people at the top. New board members or managing directors and changed signing authority are registered with the commercial register. A public deed is generally not required; the filing is signed, today also with a qualified electronic signature.
An amendment of the articles of association is only needed if, for example, the company name, registered office, purpose or capital change. A public deed is then required. Read more: registering a change of board or managing directors and amending the articles of association.
When must a succession be reported to the transparency register?
Since 1 October 2026, AGs, GmbHs and cooperatives report their beneficial owners to the federal transparency register. Two deadlines matter for a succession:
- First report after the first change: if the company has not yet reported, it must do so within one month of the first change to its commercial register entry since 1 October 2026 (Art. 51 para. 1 TJPG). A change of board or of partners is enough.
- Changes: if the company has already reported, it reports every change within one month of becoming aware of it (Art. 10 TJPG). For shareholdings, the extent is recorded in bands: 25 to 50 %, over 50 to 75 % and over 75 % (Art. 13 TJPV).
The most senior member of the executive body is responsible for the report. They can delegate the task to a fiduciary or law firm but remain responsible (Art. 12 TJPG). The report is free of charge and is filed via EasyGov.
If the succession takes place through a holding company, control often changes one level higher. The operating company may still have to report. Read more: the 25 % threshold and beneficial owners, indirect holdings and holding structures and our transparency register guide.
Which steps belong in a handover timeline?
| Step | Who | When |
|---|---|---|
| Check the articles (transfer restrictions, approval, pre-emption rights) | board or managing directors, fiduciary | before signing |
| Transfer agreement, assignment or written assignment of contributions | seller and buyer | closing |
| Approval by the board (restricted shares) or the partners’ meeting (GmbH) | company | before or at closing |
| Update the share register or register of capital contributions | board or managing directors | after closing |
| Report of beneficial owners to the company | new shareholder or partner | within one month |
| Filing with the commercial register (board, management, signing authority, GmbH partners) | company | after the resolutions |
| Report to the transparency register via EasyGov | most senior member of the executive body or authorised representative | within one month |
Legal basis: Code of Obligations (CO) Art. 686, 785, 786, 790; Transparency Act (TJPG) Art. 10, 12, 13, 51; Transparency Ordinance (TJPV) Art. 13. As of: November 2026.
Frequently asked questions about business succession
Do I need to report anything for a family succession?
Yes, as soon as shares or capital contributions are transferred and the beneficial owners change as a result. Whether the transfer is for consideration makes no difference.
What applies to a management buy-out (MBO)?
From a register perspective, the same rules apply as for a sale to third parties. Often the board and signing authority change at the same time, so a change in the commercial register and a report to the transparency register coincide.
Do I need a notary for the handover?
Generally not for transferring shares or capital contributions or for a change of board. A public deed is required if the articles of association are amended, for example company name, registered office, purpose or capital.
What if the company is held through a holding company?
Then control often changes at holding level. Check who has control at the end of the chain. If that person changes, the companies concerned must update their report.
More answers: questions about the share register and transparency register.
Next steps with Hoop
With Hoop, you keep the share register or register of capital contributions digital, with supporting documents and history. This produces the register of beneficial owners: when owners change, you immediately see who needs to be reported. Hoop prepares the report to the transparency register; it is filed free of charge via EasyGov, and on request Hoop files it for you under a power of attorney. Board changes and other company changes are handled in the same account, amendments of the articles with a public deed without physical presence. Hoop is a private software provider and not a public authority.
Digital share register for GmbH and AG · Company changes online with Hoop · Questions about the share register and transparency register
For businesses that do it themselves: Share register for businesses · Company changes and liquidation for businesses
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.
