Proposed changes to information held on the UBO of Swiss entities is being considered in the light of UBO registration rules elsewhere. Jurgen Borgt, managing director, and Claudio Fanger, director of client services, look at the potential implications.
Swiss authorities are considering a new law that may require entities in Switzerland to declare their ultimate beneficial owner (UBO) on a central register. If implemented, the new UBO register would be available to the relevant Swiss authorities but not to the public.
Currently, UBO information must be logged by Swiss companies themselves or with a company’s service provider, who keeps it on file to comply with existing legal duties. The possible changes would mean this information would also be held on a central register not available to the public. There aren’t any indications that a public register of UBOs would be required in Switzerland in the future.
Early indications suggest that debate around the new UBO register may move forward in the second half of 2023—but it will be some time before there’s a consensus on whether such regulations will be put in place. Nonetheless, companies should keep their existing UBO reporting obligations constantly up to date and subject to the occasional review.
The move by the Swiss authorities to consider what needs to be done is part of a wider regulatory trend for data collection and transparency. This alignment is important for Switzerland to maintain its standing and reputation as a well-regulated jurisdiction.
What’s behind the potential introduction of a UBO register in Switzerland?
This tentative move towards greater transparency aligns with what has already been happening in the EU and further afield, and includes discussions about data being made fully accessible. This is also part of an ongoing discussion within the Financial Action Task Force, which we are closely monitoring.
There’s a possibility that existing anti-money laundering (AML) regulations may be extended to cover professions such as lawyers and notaries. Currently, as in many jurisdictions, lawyers tend to be excluded from this type of legislation because of the confidential nature of their business.
Getting help with UBO register requirements
If you work with one, your service provider may already hold the information needed.
Although most larger companies are likely to have an existing UBO register in place, this may not be the case for smaller companies and subject matter experts (SMEs). These companies may be owned by one or two individuals and may not even have a shareholders’ register. To maintain good corporate practice, they should draw up a register, even if it’s the case that shares have only been issued to one or two people.
Many of our clients have intermediate companies. For example, a company in Luxembourg or the Netherlands could be a shareholder and be included in the shareholders’ register, while the overall owner might be a larger corporation somewhere else in the world, or an individual or individuals, or family. These owners must be entered into the UBO register.
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