SWITZERLAND Trends and Developments Contributed by: Guy Deillon and Daniel Hayek, Prager Dreifuss AG
Legislative, Regulatory and Judicial Trends With Respect to Corporate Governance in Switzerland, Including Transparency, AML, and the Revised Corporate Law Framework Introduction Swiss corporate governance continues to evolve along two principal axes: increased transparency and a more formalised approach to governance process - es. These developments are driven by a combination of legislative reform, regulatory practice and judicial clarification. While Switzerland retains its tradition - ally flexible and business-friendly framework, recent changes signal a gradual convergence with interna - tional standards, particularly in areas such as benefi - cial ownership transparency, board accountability and ESG-related disclosure. For clients, the current landscape is characterised less by radical change than by cumulative adjustments that materially affect governance practice, transaction structuring and risk management. The following sec - tions outline the most relevant legislative, regulatory and judicial trends over the past 18 months. Beneficial ownership transparency: a structural shift A central development is the introduction of a fed - eral beneficial ownership register. Following sustained international pressure and Switzerland’s commitment to align with global anti-money laundering standards, parliament adopted legislation in 2025 establishing a central register of beneficial owners. This reform marks a significant departure from Swit - zerland’s historically decentralised and relatively opaque framework. Key features of the new regime include: • a federal register maintained at central level rather than through cantonal commercial registers; • mandatory reporting of beneficial owners for Swiss legal entities; • access rights granted to competent authorities and certain regulated entities; and • alignment with anti-money laundering obligations under the Anti-Money Laundering Act.
Although implementing ordinances are still being finalised, the direction of travel is clear. The register is expected to become operational in 2026, with transi - tional periods for existing entities. From a corporate governance perspective, this intro - duces several practical implications: • boards must ensure accurate identification and ongoing monitoring of beneficial owners; • internal processes for shareholder tracking and documentation will need to be strengthened; and • M&A transactions will require enhanced due diligence on ownership structures, particularly for foreign investors. This reform also has a broader signalling effect. It con - firms Switzerland’s willingness to prioritise transpar - ency over confidentiality in areas perceived as high- risk from an international compliance perspective. Expansion of AML obligations to advisory activities In parallel with the transparency register, Switzerland is expanding the scope of anti-money laundering obli - gations to certain advisory activities. This includes services related to the structuring, establishment and management of legal entities, as well as selected real estate transactions. For corporate governance, this development affects not only financial intermediaries but also legal and advisory professionals involved in corporate structur - ing. The practical consequences include: • increased scrutiny of corporate formation and restructuring processes; • greater emphasis on documentation of economic purpose and ownership; and • potential changes in engagement models for advis - ers, particularly in cross-border contexts. This expansion reinforces the broader trend of inte - grating compliance considerations into core govern - ance functions rather than treating them as external constraints.
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