The Swiss Holding Company: Privacy, Participation Relief and the New UBO Register

International groups looking for a parent jurisdiction usually weigh the same handful of options: Delaware, London, Luxembourg, the Netherlands, Singapore and a long tail of low-cost offshore centres. Switzerland is rarely the cheapest name on that list. For a growing number of serious operators, it is the one they end up choosing.

The reasons are less about secrecy, and more about structure. The Swiss stock corporation, the *Aktiengesellschaft* or AG, combines a predictable legal framework, a well-established participation relief for qualifying holdings, a broad treaty network and a level of counterparty credibility that is difficult to replicate elsewhere. With Switzerland's new federal Transparency Register now in operation, the question of what a Swiss holding company does and does not offer has also become more relevant than ever.

Swiss holding company advantages at a glance

• **Participation relief (*Beteiligungsabzug*):** dividends and capital gains on qualifying participations of at least 10% (or, for dividends, a market value of at least CHF 1 million) benefit from a reduction in corporate income tax, largely removing double taxation within a group.
• Treaty access: Switzerland maintains a network of more than 100 double taxation agreements, relevant for withholding tax on cross-border dividends.
• Modernised company law: since 1 January 2023, an AG can denominate its share capital in a relevant foreign currency such as EUR, USD or GBP, use a capital band (*Kapitalband*) to adjust capital within set limits, and hold virtual or hybrid general meetings.
• Private share register: an AG's shareholders are recorded in the company's own share register, not on the public Commercial Register.
• Institutional credibility: banks, enterprise customers and investors generally treat a Swiss parent as a mainstream, well-supervised jurisdiction rather than an offshore risk.

What changed in 2020 and 2023

Two reforms reshaped the Swiss holding landscape. The 2020 federal tax reform (TRAF) abolished the old cantonal holding company tax status. The participation relief that remains applies to every qualifying company, which makes the regime more transparent and more defensible in international tax reviews than the special status it replaced.

The company law revision that took effect in 2023 then made the AG considerably more flexible. For international founders, the ability to keep share capital and accounts in the group's functional currency removes a recurring source of friction, while the capital band gives boards room to issue or cancel shares without convening a general meeting for every adjustment.

The new UBO register: transparency, not publicity

The most significant recent development is regulatory. The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), passed by Parliament on 26 September 2025, entered into force on 1 October 2026 together with the revised Anti-Money Laundering Act, according to the Federal Office of Justice. It creates a central federal register of beneficial owners, operated through the EasyGov platform.

AGs, GmbHs, cooperatives and certain foreign entities with a close Swiss connection must identify any natural person who holds at least 25% of capital or voting rights, or otherwise controls the company, and report that information to the register. Listed companies and their majority-owned subsidiaries are generally outside the scope.

Crucially, the Swiss register is not publicly accessible. Access is limited to competent authorities and, within statutory limits, to financial intermediaries and advisers subject to anti-money laundering rules who need the information for their due diligence, as set out in the Act itself. That is a deliberate contrast with jurisdictions that publish beneficial ownership details online.

A specialist's view

To test how these rules play out in practice, Fintech Headlines reached out to Marvin Rowe of Swiss AMF AG, a Swiss legal and regulatory advisory company, with a direct question:

*"Foreign founders frequently approach Switzerland looking for two things: privacy from competitors and an affordable holding umbrella for their operating subsidiaries. Under current corporate law and AML standards, where does the legitimate privacy of a Swiss AG end, and what is the single biggest misconception founders have when budgeting for one?"*

Marvin Rowe answered:

"The distinction founders must understand immediately is the difference between public anonymity and regulatory transparency. Under Swiss law, public anonymity is gone. Bearer shares were abolished, and Article 697j of the Code of Obligations has long required shareholders holding 25% or more to disclose their beneficial owner to the company. The new Transparency Act now adds a central federal register of beneficial owners. However, and this is the point foreign founders most often misunderstand, the new Swiss register is not accessible to the public. Switzerland deliberately chose not to follow open-register models. It is a compliance tool for the authorities, and for Swiss financial intermediaries carrying out their statutory due diligence. Competitors, counterparties and the general public cannot search it. The share register of an AG is likewise kept by the board of directors. The Commercial Register lists board members and authorised signatories, not shareholders. For legitimate owners, that is the Swiss balance: full alignment with international anti-money laundering standards, together with genuine protection against commercial intelligence gathering and public curiosity. On cost, the biggest misconception is confusing the capital deposit with running overhead. The minimum share capital of CHF 100,000, of which at least CHF 50,000 must be paid in, is not a fee. It is capital on the company's balance sheet, and once paid in it belongs to the company and can be used for normal operating expenses such as salaries, rent and setup costs. What surprises founders is the cost of substance and governance: at least one person resident in Switzerland must be authorised to represent the company, and you need a genuine registered office and proper local administration. A Swiss AG is not an offshore budget shell. It is an institutional vehicle. People do not choose it to save a few thousand francs at incorporation. They choose it for the participation relief on qualifying subsidiaries, the treaty network, and the credibility a Swiss parent carries with banks and counterparties."

Privacy versus anonymity

Rowe's distinction matters because it reframes an often misunderstood selling point. Bearer shares in unlisted companies were abolished in 2019 legislation, with remaining bearer shares converted to registered shares by May 2021. Banks opening corporate accounts identify beneficial owners as part of their own due diligence, and tax information is exchanged with partner jurisdictions under the automatic exchange framework.

What remains is privacy in the ordinary commercial sense. An owner's identity is known to the institutions that are legally entitled to know it, without being searchable by competitors or the public. For founders, family offices and investors concerned about personal security or competitive exposure, that combination is a substantive difference from fully public registers.

The real cost of a Swiss holding company

Switzerland is not a low-cost incorporation jurisdiction, and comparisons with very cheap registration fees elsewhere tend to miss the point. Typical cost drivers include:

• share capital of at least CHF 100,000, with at least CHF 50,000 paid in at formation (this remains company capital rather than an expense);
• notary and Commercial Register fees at formation;
• a Swiss-resident person with representative authority, often a professional director for non-resident owners;
• a registered office, bookkeeping, statutory financial statements and, unless the company qualifies for an opt-out, an audit;
• ongoing beneficial ownership reporting to the Transparency Register, which must be updated within one month of any change.

Against those costs, groups weigh the participation relief, treaty protection, legal predictability and bankability. Whether the balance works depends on the group's size, activities and tax position, and on substance being real rather than nominal.

Why serious operators choose Switzerland

The case for a Swiss holding company has never rested on hiding ownership. It rests on stability: a federal legal system with a long record of predictable application, a tax framework built on general rules rather than special statuses, modern corporate law, and a supervisory environment that international counterparties recognise.

The new Transparency Register reinforces rather than weakens that case. It brings Switzerland further into line with international standards ahead of the Financial Action Task Force's next evaluation, while keeping beneficial ownership information out of public view. For groups that intend to operate with genuine substance, the Swiss AG remains one of the most credible parent structures available.

*This article is for general information only and does not constitute legal, tax or investment advice. Tax outcomes depend on individual circumstances and cantonal rules; readers should obtain professional advice for their specific situation.*

Sources: Federal Office of Justice, 12 June 2026; EasyGov, Transparency Register; Fedlex, SR 955.3 TLPA; Loyens & Loeff, Swiss transparency register.