Switzerland: Corporate and Company Law

With the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA), Switzerland is establishing, for the first time, a central electronic register of the beneficial owners of companies (transparency register). The LETA, the related ordinance (LETO) and the revised Anti-Money Laundering Act (AMLA) will enter into force on 1 October 2026.

Switzerland's new transparency regime for legal entities and beneficial owners enters into force on 1 October 2026, requiring companies to identify, verify, document and report their beneficial owners to a federal Transparency Register. With short transition periods and practical implications for banks, financial intermediaries and advisers, organizations need to understand who is affected, what must be reported, how the register will operate, and what steps to take now to prepare for compliance.

Companies undergoing financial restructuring often focus on balance sheet repair and liquidity preservation. Yet the tax consequences of restructuring measures can be just as significant as their corporate law effects. Depending on how contributions, debt waivers or recovery rights are structured and recorded in the accounts, the same economic outcome may trigger different consequences for corporate income tax, issuance stamp tax and capital contribution reserves.

The decision removes legal uncertainty and will be helpful to structure and implement pre-pack and other asset disposal transactions under time pressure.

Bär & Karrer, a Swiss law firm, provides comprehensive legal services and business solutions. Contact their Zurich office for expert assistance with legal matters, or reach out through their online inquiry form for personalized support.

Switzerland remains one of the most attractive jurisdictions for internationally mobile individuals and families seeking political stability, personal security, a high quality of life and a reliable legal and tax environment.

On 2 April 2026, the Swiss Federal Council published the preliminary draft for a Federal Act on Sustainable Corporate Governance (Bundesgesetz über die nachhaltige Unternehmensführung, NUFG).

Debt does not have a specific definition for Swiss tax purposes, which would differ from its interpretation under Swiss commercial law. However, due to the various forms of debt, different Swiss tax implications can arise depending on the specific type of debt...

The Swiss M&A market showed meaningful momentum in 2025, with deal activity and volume advancing beyond 2024 – yet tariff shocks and geopolitical uncertainties led to the year still landing slightly below expectations...