Corporate Beneficial Ownership: Switzerland vs India

Summary: Corporate transparency is described as a global regulatory standard driven by Financial Action Task Force (FATF) standards, international tax intelligence sharing, and Anti-Money Laundering (AML) directives. Switzerland’s Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG/LETA), effective from October 1, 2026, replaces decentralized company-level share registers with a central federal repository. The material contrasts this with India’s framework under Sections 89 and 90 of the Companies Act, 2013 and the Significant Beneficial Ownership (SBO) Rules, noting that both jurisdictions require identification of the natural persons behind corporate structures but differ in thresholds, reporting architecture, and access. Switzerland applies a capital/voting threshold covering direct and indirect holdings and requires direct electronic filing through the EasyGov.swiss portal to the Federal Office of Justice. India applies a lower threshold focused on indirect holding structures, requiring an SBO to file Form BEN-1 with the company, the company to maintain Form BEN-3, and file Form BEN-2 with the Ministry of Corporate Affairs. The Swiss register is private, while India’s BEN-3 register is available for inspection by company members.

A Comparative Analysis of Corporate Beneficial Ownership Frameworks in Switzerland and India

Corporate transparency has moved from an administrative preference to a fundamental global regulatory standard. Driven by Financial Action Task Force (FATF) standards, international tax intelligence sharing, and Anti-Money Laundering (AML) directives, jurisdictions across the world are dismantling corporate veils.

Switzerland’s enactment of the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG / LETA)—entering into force on October 1, 2026—marks a structural shift from decentralized, company-level share registers to a central federal repository.

In contrast, India pioneered its modern transparency framework years earlier through Sections 89 and 90 of the Companies Act, 2013, amplified by the Significant Beneficial Ownership (SBO) Rules.

While both regimes share the objective of exposing ultimate human control behind multi-layered corporate vehicles, quantitative thresholds and reporting models display marked differences.

Both Switzerland (TJPG/LETA) and India (Sections 89 & 90, Companies Act 2013) mandate exposing the natural persons behind corporate structures, but their mechanisms differ significantly:

• Thresholds & Scope: Switzerland applies a capital/voting threshold across both direct and indirect owners. India enforces a lower threshold, targeting indirect holding structures via the Significant Beneficial Owner (SBO) rules.
• Reporting Infrastructure:Swiss entities report UBO details directly to a central federal repository via swiss. India relies on a multi-step chain: the SBO submits Form BEN-1 to the company, which then files Form BEN-2 with the Ministry of Corporate Affairs (MCA).
• Privacy & Access: The Swiss register is strictly private, accessible only to regulatory/law enforcement authorities and financial intermediaries for AML checks. India’s SBO register (Form BEN-3) must be available for inspection by company members.

Comparative Matrix