A nominee shareholder is a person or company that holds shares on behalf of the true beneficial owner, while the beneficial owner remains undisclosed in the public register. The privacy distinction between AG and GmbH matters here: AG shareholders are not listed in the public Commercial Register — only directors are visible. GmbH quota holders, by contrast, are publicly registered. This is one reason why founders who prioritise ownership privacy choose the AG structure, despite its higher share capital requirement (CHF 100’000 nominal, with CHF 50’000 minimum paid in, versus CHF 20’000 for a GmbH). One recent client — a Romanian entrepreneur forming an AG in Zug — chose the AG structure over a GmbH specifically for this reason, citing a “high degree of privacy” as the deciding factor. Swiss law has significantly restricted the usefulness of nominee shareholder arrangements through transparency legislation — particularly the transparency and beneficial ownership provisions introduced in 2015 and strengthened since. This guide explains the current legal position, risks, and compliant alternatives.
AG vs GmbH: Privacy Comparison
Before considering a nominee shareholder, understand what privacy each entity type already provides:
| Feature | AG (Aktiengesellschaft) | GmbH (Gesellschaft mit beschrankter Haftung) |
|---|---|---|
| Shareholders visible in Commercial Register? | No — only directors are public | Yes — all quota holders are publicly listed |
| Internal share register? | Yes — maintained by company | Yes — but also public via register |
| Beneficial owner disclosure to authorities? | Yes — Art. 697j-697l CO | Yes — Art. 697j-697l CO |
| Beneficial owner disclosure to bank? | Yes — Form A | Yes — Form A |
| Nominee shareholder useful for public privacy? | Limited — AG shares already private | Yes — keeps name out of public register |
| Share capital requirement | CHF 100’000 (min CHF 50’000 paid in) | CHF 20’000 (fully paid in) |
Bottom line: For an AG, a nominee shareholder adds no public privacy benefit — AG shareholders are already not visible in the Commercial Register. The nominee arrangement serves other purposes (asset protection, estate planning) but not anonymity. For a GmbH, a nominee shareholder keeps the beneficial owner’s name out of the publicly searchable Commercial Register — but the beneficial owner is still fully identified in internal registers and bank KYC documentation.
Swiss Shareholder Transparency: The Current Position
Public Register Transparency
Swiss AG (Aktiengesellschaft) shares above CHF 250,000 are registered in the share register (Aktienbuch). For bearer shares (which historically enabled anonymity), the 2015 Company Law reform introduced:
Abolition of free bearer shares: Since 1 November 2019, Swiss AG bearer shares are only permissible if:
- They are listed on a stock exchange, OR
- They are converted to registered shares, OR
- They are immobilised with a financial intermediary (deposited with a bank or securities dealer)
Practical effect: The typical “anonymous bearer share” structure is no longer legally available in Switzerland. Bearer shares still exist but must be held through a regulated intermediary who knows the beneficial owner.
Registered Shares and the Share Register
For registered shares (Namenaktien — the standard Swiss AG share type), the company maintains a share register recording:
- Shareholder name and address
- Number of shares held
- Date of acquisition
This register is not public — it is maintained internally by the company. But it is available to authorities on request.
Beneficial Owner Disclosure: TOBA Requirements
The Transparency and Beneficial Owner Act (as implemented through the Code of Obligations) requires:
Art. 697j OR — Shareholder notification duty: Any shareholder or group of shareholders who acquires 5% or more of the share capital or votes in a Swiss AG or GmbH must notify the company of:
- Their identity (name, address, date of birth)
- The number and type of shares held
Art. 697k OR — Beneficial owner declaration: The company must request the identity of the beneficial owner (wirtschaftlich Berechtigter / ayant droit economique) from shareholders meeting the 25%+ threshold.
The company must maintain a register of beneficial owners (separate from the share register). This register is not public but is available to Swiss authorities (criminal prosecution, tax authorities, MROS).
Art. 697l OR — AML obligation: Companies in certain regulated sectors must further disclose beneficial owners to FINMA-supervised intermediaries.
Nominee Shareholding: Is It Permitted?
Short answer: Nominee shareholding is not prohibited per se in Switzerland, but it does not provide anonymity.
A nominee shareholder holding 25%+ must:
- Notify the company of their own identity (as registered holder), AND
- Disclose to the company the identity of the true beneficial owner
The company records both the nominee (in the share register) and the beneficial owner (in the beneficial owner register). The beneficial owner register is available to Swiss authorities.
Result: A nominee structure does not hide the beneficial owner from Swiss authorities. It may have legitimate non-tax purposes (asset protection, estate planning, privacy from competitors), but it does not provide anonymous Swiss company ownership from a regulatory standpoint.
Risks of Improper Nominee Arrangements
Criminal risk: Using a nominee to conceal beneficial ownership from Swiss authorities — particularly for tax evasion, AML purposes, or FINMA reporting — is a criminal offence in Switzerland.
Tax authority transparency: The Swiss automatic exchange of information (AEOI/CRS) means that Swiss financial account holders are reported to their home country tax authorities. Nominee structures do not shield accounts from CRS reporting.
Company liability: If a company fails to maintain the beneficial owner register and report as required under OR Art. 697j-697l, the company and its directors can face fines and criminal liability.
FINMA scrutiny: For regulated entities (banks, asset managers, crypto businesses), undisclosed nominee shareholders would trigger FINMA enforcement action.
Legitimate Alternatives to Nominee Shareholding
If the underlying business goal is privacy, asset protection, or estate planning, Swiss law offers compliant mechanisms:
1. Swiss holding company structure: A foreign holding company owns the Swiss operating company. The foreign holding’s beneficial ownership is disclosed to Swiss authorities as required, but the operational ownership chain involves a separate jurisdiction. This is legitimate where there is a genuine group structure, not a pure secrecy device.
2. Stiftung (Foundation): A Swiss foundation can hold assets (including company shares) without an identifiable owner in the conventional sense — the foundation is an independent legal entity serving a stated purpose. The foundation board is disclosed; the foundation itself is the owner. Used for genuine wealth preservation and philanthropic purposes.
3. Discretionary trust (non-Swiss): Trusts are not recognised under Swiss law as domestic structures, but Swiss residents can be beneficiaries of foreign trusts (e.g., Liechtenstein, Jersey, Cayman). The trust owns assets; the beneficiary’s interest is disclosed for tax purposes under AEOI.
4. Voting agreements / family governance: For family business confidentiality (not wanting competitors to know the family ownership structure), contractual arrangements can manage governance while ownership is disclosed in the share register.
Nominee Director vs Nominee Shareholder
Nominee director: Different from nominee shareholder — a nominee director sits on the board but takes instructions from the beneficial owner. Swiss law requires directors to exercise independent judgment (Art. 717 OR duty of care). A nominee director who merely follows instructions without independent exercise of duties may be in breach of Swiss director duties and expose themselves to liability.
For Swiss AG and GmbH companies, at least one director must be a Swiss resident (in practice) for most banks to open accounts. Nominee directors are used by some fiduciaries, but come with liability considerations.
Frequently Asked Questions
Is there a public Swiss beneficial owner register?
Not yet in the same way as some EU member states. Switzerland’s beneficial owner register is maintained at company level and accessible to authorities on request. A centralised public beneficial owner register has been debated but not implemented as of 2026.
Can a Swiss trust company hold shares as a nominee?
Swiss trust companies (regulated under FinIA or via SRO) can act as registered shareholders for clients, but must disclose the beneficial owner to the company as required by OR Art. 697j-697l.
Does nominee shareholding help with CRS tax reporting?
No. CRS/AEOI reporting looks through nominees to the beneficial owner. Swiss financial institutions report the true beneficial owner’s financial account information to their home country tax authorities.
What are the penalties for failing to disclose beneficial ownership?
Directors who fail to maintain the beneficial owner register face fines of up to CHF 10’000 under the Swiss Code of Obligations. In more serious cases involving intentional concealment, criminal prosecution is possible under anti-money laundering statutes, with potential imprisonment.
Can a nominee shareholder vote at the general meeting?
Yes. The nominee shareholder, as the registered holder, exercises voting rights at the general meeting. However, the nominee typically votes according to the instructions of the beneficial owner as set out in the nominee agreement. The company itself only deals with the registered shareholder for corporate governance purposes.
Is nominee shareholding common for Swiss GmbH companies?
It is less common than for AG companies because GmbH quota holders appear in the public Commercial Register. For GmbH structures, a nominee arrangement keeps the beneficial owner’s name out of publicly searchable records, which can be useful for privacy reasons. However, the beneficial owner is still disclosed to authorities through the internal registers.
How does nominee shareholding affect dividend distributions?
Dividends are paid to the registered shareholder (the nominee), who then passes them through to the beneficial owner under the terms of the nominee agreement. Swiss withholding tax of 35% applies to dividends regardless of whether a nominee is involved. The beneficial owner can reclaim the withholding tax through the applicable double tax treaty, provided they are properly declared as the beneficial owner.
Can a foreign entity act as a nominee shareholder in Switzerland?
Yes. There is no requirement that a nominee shareholder be Swiss-resident. A foreign trust company or holding entity can hold Swiss shares as a nominee. However, the Swiss company must still identify the ultimate beneficial owner and record them in the beneficial owner register.
What documentation is needed for a nominee shareholder arrangement?
A proper nominee arrangement requires: a written nominee agreement between the nominee and beneficial owner; a declaration of beneficial ownership for the company’s register; KYC documentation for the beneficial owner (passport, proof of address, source of funds); and where a bank relationship exists, Form A identifying the beneficial owner.
Does Switzerland follow the EU Anti-Money Laundering Directives on nominee transparency?
Switzerland is not an EU member state and does not directly implement EU AML Directives. However, Swiss AML legislation (particularly the Anti-Money Laundering Act) achieves similar outcomes regarding beneficial ownership transparency. Switzerland also participates in the FATF mutual evaluation process, which assesses alignment with international standards.
Related Guides
For the broader context of Swiss corporate ownership structures:
- Nominee services in Switzerland — director and address services
- Company formation in Switzerland — full incorporation process
- AG formation — Swiss public limited company
- Due diligence requirements — Swiss compliance obligations
For information on Swiss Commercial Register entries, the central search platform Zefix provides public access to registered company data. The Swiss Financial Market Supervisory Authority (FINMA) publishes guidance on beneficial ownership disclosure for regulated entities.
Request a Free Assessment
If you are considering a nominee shareholder arrangement or need guidance on Swiss beneficial ownership disclosure, we can assess your situation and recommend the most suitable structure. Morgan Hartley, Senior Corporate Lawyer & Partner at Lawsupport, reviews your situation and sets out the steps needed — without obligation.
Lawsupport (Morgan Hartley Consulting) Grafenauweg 4, Zug, Switzerland +41 44 51 52 592 [email protected]