Nominee Shareholder Switzerland: How It Works and What the Law Requires

What Is a Swiss Nominee Shareholder?

Nominee vs. Beneficial Owner: The Core Distinction

In a nominee shareholder arrangement, two legally separate roles exist:

• The nominee (Treuhander): The legal owner of record. Their name appears in the company's shareholder register (Aktienbuch for AG; Stammbuch for GmbH). They exercise shareholder rights -- including voting at AGMs and receiving dividends -- but only as instructed by the beneficial owner under the fiduciary agreement.
• The beneficial owner (wirtschaftlich Berechtigter, UBO): The person who ultimately owns and controls the economic interest. They do not appear in any public register but must be declared to the company under OR Art. 697j. They direct the nominee via the fiduciary agreement and retain the right to require re-transfer of the shares at any time.

Why Companies Use Nominee Shareholders

Common legitimate reasons for a nominee shareholder structure in Switzerland include:

• Ownership consolidation through a fiduciary holding company while the beneficial owner retains operational anonymity relative to third parties (competitors, counterparties)
• Inheritance and estate-planning arrangements pending formal transfer of shares
• Joint-venture structures where a neutral nominee holds shares pending final allocation between partners
• International holding structures where the direct shareholder is a Swiss-licensed trust or fiduciary company

Swiss law fully permits these arrangements, provided the UBO declaration and AML obligations are met.

Swiss Law: OR Art. 697j -- UBO Declaration Obligation

What Must Be Declared and to Whom

OR Art. 697j (as amended by the Company Law Reform, effective 1 January 2023) requires any natural person who acquires, directly or through nominees, 25% or more of the share capital or voting rights of a Swiss AG or GmbH to notify the company in writing of:

• Full legal name (first name, family name for individuals; company name for entities)
• Date of birth (individuals) or date of incorporation (entities)
• Address or registered office
• Nationality or state of incorporation

The declaration is made to the company itself, not to any public authority. ZEFIX, the cantonal commercial register, and the general public have no access to this information.

The 30-Day Declaration Deadline

The UBO declaration must be submitted to the company within 30 days of the acquisition date. For shelf company transactions, the acquisition date is the date the share transfer agreement is executed and the shares are formally transferred. The nominee who holds shares on behalf of the UBO must ensure the UBO provides the necessary information so the nominee can fulfil this obligation on time.

The Internal UBO Register (OR Art. 697k) -- Not Public

The company must maintain a written UBO register (Art. 697k CO) containing the declared beneficial owner information. This register:

• Is an internal corporate document, not filed with or accessible to the cantonal commercial register
• Must be kept at the company's registered office or by an authorised representative (lawyer, notary, licensed fiduciary)
• Is accessible to the competent authorities (FINMA, tax authorities, criminal prosecution authorities) on request or under investigation
• Must be retained for 10 years after the entry is removed (OR Art. 697l)

Consequences of Non-Declaration: Voting Rights Suspended

Under OR Art. 697m, failure to make a timely UBO declaration results in the automatic suspension of all shareholder rights attached to the relevant shares or quotas -- including voting rights and dividend entitlement -- until the declaration is made. The company must note the suspension in its register. This is a self-executing sanction; no court order is required.

How a Swiss Nominee Shareholder Arrangement Works

The Fiduciary Agreement (Treuhandvertrag)

The legal backbone of every nominee arrangement is the fiduciary agreement between nominee and beneficial owner. It must be in writing and typically covers:

• Instruction rights: The beneficial owner directs how the nominee votes at AGMs, whether dividends are paid through or held, and all other exercises of shareholder rights
• Re-transfer obligation: The nominee undertakes to transfer the shares back to the beneficial owner (or their designee) on demand at any time, for the original consideration or nil consideration as agreed
• Indemnification: The beneficial owner indemnifies the nominee for costs, claims, and liabilities arising from the nominee's formal position as shareholder
• Confidentiality: The nominee may not disclose the existence or terms of the arrangement to third parties except as required by law (AML reporting, tax authority requests)
• Fee: Annual service fee payable by the beneficial owner to the nominee

The Nominee's Role in AGMs and Dividend Receipt

At the AGM (Generalversammlung for AG; Gesellschafterversammlung for GmbH), the nominee votes in accordance with written instructions from the beneficial owner. Dividends declared by the company are paid to the nominee and typically passed through to the beneficial owner under the fiduciary agreement, net of any withholding tax levied by the company.

Confidentiality: What Is and Is Not Public

AG vs. GmbH: Different Share Mechanics

Swiss AG: Namenaktien and Aktienbuch

Since the abolition of bearer shares (1 November 2019), all Swiss AG shares are Namenaktien (registered shares). Each share is recorded in the Aktienbuch (share register), which is an internal company document. When a nominee holds AG shares, the nominee's name appears in the Aktienbuch. Transfer of Namenaktien requires an endorsement on the share certificate (if certificated) or a transfer declaration (if uncertificated) and entry in the Aktienbuch. No notarisation is required for a standard AG share transfer.

Swiss GmbH: Stammanteile -- Notarised Transfer Required

GmbH quotas (Stammanteile) are subject to a stricter transfer regime. Under OR Art. 785, every transfer of a GmbH quota -- including a transfer to a nominee -- requires a notarised public deed (offentliche Beurkundung). The transfer must also be entered in the cantonal commercial register. This makes GmbH nominee arrangements more procedurally complex and costly than AG arrangements. The commercial register entry shows the new quota-holder; in a nominee structure, the nominee's name appears in the register for the portion held in trust.

Bearer Shares Are Gone

Switzerland abolished freely transferable bearer shares with effect from 1 November 2019 (OR Art. 622 para. 1bis). Any outstanding bearer shares that were not converted to Namenaktien or deposited with a recognised custodian by the 30 April 2021 deadline were nullified by law. Swiss AGs now exclusively issue registered shares. Historical nominee arrangements based on bearer shares are no longer available.

Nominee Shareholder vs. Nominee Director

Tax Implications

Withholding Tax (35% Verrechnungssteuer) -- Who Can Reclaim?

Swiss withholding tax (VStG Art. 4) of 35% applies to dividends paid by a Swiss AG or GmbH. The company withholds 35% and remits it to ESTV. Recovery depends on the beneficial owner's identity and residence:

• Swiss-resident beneficial owner: Full 35% refund via the individual's or corporate taxpayer's Swiss tax return
• Non-resident with applicable double-tax treaty: Treaty reduction or elimination, claimed by the beneficial owner directly from ESTV. The Meldeverfahren (notification procedure) allows treaty-resident corporate shareholders to receive dividends without upfront withholding, subject to beneficial-owner certification valid for 5 years
• Non-resident without treaty: No refund; 35% final withholding cost

A nominee structure where the beneficial owner is concealed from ESTV cannot access refunds. The nominee must provide the beneficial owner's details to ESTV when applying for a refund or using the notification procedure.

Participation Exemption Through a Nominee?

If the beneficial owner is a Swiss corporate entity holding the shares through a nominee, the corporate beneficial owner can claim the participation exemption (Beteiligungsabzug, DBG Art. 69-70) on dividends received -- provided the beneficial ownership and the 10% threshold are properly documented. The nominee's formal ownership does not prevent the exemption, but proper fiduciary documentation is essential for the tax return.

Stamp Duty -- GmbH Quotas Are Not Securities

Swiss securities transfer stamp duty (Umsatzabgabe, StG Art. 13) applies to transfers of securities (AG shares) at 0.15% for Swiss-domestic transfers and 0.3% for cross-border transfers when a Swiss securities dealer is in the transaction chain. GmbH quotas (Stammanteile) are not "securities" for StG purposes and are therefore not subject to securities transfer stamp duty, regardless of the consideration paid.

AML Compliance for Swiss Nominee Arrangements

GwG CDD Requirements

The Swiss Anti-Money Laundering Act (Geldwaschereigesetz, GwG SR 955.0) imposes customer due diligence (CDD) obligations on financial intermediaries. Any nominee who qualifies as a financial intermediary under GwG (banks, trust companies, lawyers and notaries acting in a financial capacity, fiduciaries) must:

• Identify and verify the client (contracting party) and the beneficial owner before establishing the relationship
• Obtain a signed UBO declaration from the beneficial owner (Art. 4 GwG; VSB 20 form for banks)
• Monitor the business relationship on an ongoing basis for unusual patterns
• Retain CDD documentation for 10 years after the relationship ends

MROS Reporting Obligations

If a Swiss financial intermediary acting as nominee has reasonable grounds to suspect that assets are connected to money laundering, a predicate offence, or terrorist financing, they are obligated to file a suspicious activity report (SAR) with MROS (Money Laundering Reporting Office Switzerland, SR 955.23) and freeze the assets pending MROS guidance. The existence of a nominee arrangement is not itself a red flag; the obligation arises from specific indicators of criminal activity.

Cost of Swiss Nominee Shareholder Services

Frequently Asked Questions