Indirect Participations and Holding Structures: How to Identify the Beneficial Owners Behind a Company

Why beneficial ownership matters

Indirect participations and holding structures are common in modern business. Investors may hold shares through a holding company. Founders may create a group structure for growth. International entrepreneurs may use foreign parent companies. Fiduciaries, lawyers, and corporate legal teams may manage ownership chains across several entities.

These structures can be perfectly legitimate. But they also raise one important question: who are the natural persons who ultimately own or control the company?

That person is usually referred to as the beneficial owner. In Switzerland, this topic is becoming more important. The new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners will enter into force on 1 October 2026 and introduces a central transparency register for beneficial owners of legal entities.

Direct shareholder vs beneficial owner

A beneficial owner is not always the person listed as the direct shareholder. In a simple company, the answer may be clear. If one individual directly owns 60% of a Swiss company, that person is usually easy to identify.

But in a holding structure, the shareholder may be another company. And that company may itself be owned by another company, a foundation, a trust arrangement, or several private individuals.

This is why the share register and transparency register should be seen as connected, but different. The share register records the legal shareholders. The transparency register records the natural persons who ultimately own or control the company. Hoop explains this distinction clearly: the share register shows legal shareholders, while the transparency register shows the natural persons behind them.

Step 1: Start with the direct shareholder

To find the beneficial owners behind a participation chain, start with the direct shareholder.

Review the company’s share register, register of capital contributions, investment agreement, cap table or Commercial Register information where relevant. The first step is to identify who legally holds the shares or participation rights in the company.

At this stage, the key question is simple: is the shareholder a natural person or a legal entity?

If the shareholder is a natural person, the analysis may be straightforward. If the shareholder is a legal entity, you need to move one level up.

Step 2: Follow the ownership chain

If the direct shareholder is a company, identify who owns or controls that company. This may require reviewing shareholder records, articles of association, group charts, register excerpts, board resolutions, or ownership confirmations.

The goal is to follow the chain until you reach one or more natural persons.

In practice, this means asking the same question at each level: does this entity have owners or controllers behind it? If yes, continue tracing. If the ownership is split between several entities, follow each branch separately. If the structure crosses borders, collect equivalent documents from the relevant jurisdictions.

The process should be systematic because a small percentage at one level can translate into a significant indirect holding at another.

Step 3: Calculate indirect participation

The ownership calculation is often based on multiplication across the chain.

For example, imagine a Swiss company is 80% owned by Holding A. Holding A is 50% owned by Individual X and 50% owned by Holding B. Holding B is fully owned by Individual Y.

In this case, Individual X indirectly owns 40% of the Swiss company. Individual Y also indirectly owns 40%. Even though neither person appears as a direct shareholder of the Swiss company, both may be relevant beneficial owners.

This calculation helps investors, fiduciaries, lawyers, and legal teams understand who is behind the structure and whether a person reaches a relevant ownership or control threshold.

Step 4: Look beyond percentages

The percentage calculation is only one part of the analysis.

Control can also arise through voting rights, shareholder agreements, veto rights, appointment rights, nominee arrangements, or other forms of decisive influence. Swiss transparency rules are designed to identify the natural persons who ultimately own or control a legal entity, not only those whose names appear in the first layer of ownership.

The Swiss authorities have also stated that the transparency register is intended to give certain authorities access to reliable information about beneficial owners.

What to document

A practical approach is to document four elements for each ownership chain:

The legal shareholder, the percentage held, the next entity or person behind that shareholder, and the basis of control.

This creates a clear ownership map. For investors and legal teams, it supports due diligence. For fiduciaries and lawyers, it reduces back-and-forth with clients. For founders, it creates clarity before financing rounds, restructurings, exits, or Commercial Register changes.

Why updates are essential

The biggest risk is relying on outdated or incomplete information.

Ownership structures change over time. Shares are transferred, companies are merged, voting agreements are amended, and new investors enter the cap table. A transparency register is therefore not a one-time document. It should be updated whenever ownership or control changes.

For complex structures, a digital workflow makes the process much easier. Instead of managing ownership data in scattered spreadsheets, email threads and PDFs, companies can keep shareholder and beneficial ownership information structured, traceable and ready for internal or external checks.

Manage beneficial ownership digitally with Hoop

Hoop helps Swiss companies manage key corporate administration steps online: from company creation and company changes in the Commercial Register to company liquidations, debt enforcement extracts and requests, share registers, transparency registers and other company administration services.

Create or update your transparency register with Hoop and keep your ownership structure clear, complete and ready when it matters.

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.