In-depth guide · Compliance
Beneficial owners in Switzerland, Germany, Austria and Liechtenstein compared
Updated: · Leutrim Miftaraj, FLIORE · Editorial standards · Other languages: Deutsch · Français · Español
Short answer
All four countries look for the natural person who ultimately exercises ownership or control, but they differ in detail: for operating companies Switzerland applies a threshold of at least 25 per cent, Germany, Austria and Liechtenstein one of more than 25 per cent. Across several levels, control usually counts rather than arithmetical calculation. For foundations and trusts, all defining roles count as beneficial owners.
Why the comparison matters
Family structures rarely cross only one border. A Swiss holding company owns a German GmbH, a Liechtenstein foundation holds a stake in an Austrian company, and banks in three countries ask for information. Each legal system determines beneficial owners under its own rules – and for the same structure the results can differ. Applying only one logic means reporting too little in one country and unnecessarily much in another.
This guide sets the rules side by side, shows the typical differences and works through them with an example. It does not replace a case-by-case review, but it shows where such a review is needed.
Rules for companies at a glance
| Criterion | Switzerland | Germany | Austria | Liechtenstein |
|---|---|---|---|---|
| Threshold | At least 25 % of capital or votes (Art. 2a para. 3 AMLA) | More than 25 % of capital or voting rights (section 3 GwG) | More than 25 % (WiEReG) | More than 25 % (SPG/SPV) |
| Several levels | Control over the intermediate company | Controlling influence over the intermediate company | Control over the intermediate entity | Control over the intermediate company |
| Control by other means | Yes, e.g. through contracts or voting agreements | Yes, comparable control | Yes | Yes |
| Fallback rule | Most senior member of executive management | Legal representatives or managing partners (fictitious beneficial owner) | Members of senior management | Members of senior management |
| Central register | Transparency register under the TJPG (since 1 October 2026) | Transparency register | Register of beneficial owners | VwbP |
"At least" versus "more than"
A holding of exactly 25 per cent makes a person a controlling person in Switzerland, but not in Germany, Austria or Liechtenstein – there it takes more than 25 per cent. In family structures with four siblings at 25 per cent each, this is not a theoretical case: for a Swiss bank all four are controlling persons, for the German transparency register possibly no one on the basis of shareholding – then the fallback rule or control by other means applies, for example through a voting agreement.
Several levels: control rather than multiplication
For indirect holdings, the laws generally do not multiply the percentages through the chain but ask about control over the intermediate company. If a person holds 60 per cent of a holding company which in turn holds 40 per cent of an operating company, that person is a beneficial owner even though the arithmetical share is only 24 per cent: the person controls the holding, and the holding holds more than 25 per cent. In Germany the GwG refers to the commercial-law control criteria for controlling influence; a holding of exactly 50 per cent in the intermediate company is therefore a borderline case that requires a review of further control rights.
For the family's wealth overview, on the other hand, the arithmetical look-through is correct. Both views have their purpose – they must simply not be confused.
Foundations and trusts
Foundations and trusts have no shares against which thresholds could be measured. All four legal systems therefore treat the defining roles as beneficial owners: founder or settlor, members of the foundation board or trustees, protectors, beneficiaries or classes of beneficiaries and any other person with control. The differences lie mainly in when beneficiaries must be recorded individually, how discretionary beneficiaries are handled and who reports what to which register. Which entities are covered by the Swiss transparency register is set out in the TJPG; towards banks, the information on foundations must in any case be declared on Form S.
Worked example (simplified)
An operating GmbH has three shareholders: Anna holds 60 per cent of a holding company that owns 40 per cent of the GmbH; Ben holds 35 per cent directly; Clara holds 25 per cent directly. In Switzerland all three are controlling persons: Anna through the controlled holding, Ben with 35 per cent and Clara with exactly 25 per cent. In Germany and Austria, Anna and Ben are beneficial owners, Clara with exactly 25 per cent is not. If Anna's share in the holding falls to 50 per cent, her classification in Germany and Austria is open and depends on further control rights.
The same example shows the practical consequence: a bank in Zurich receives three names, the German transparency register two. Both are correct – as long as each statement is documented with its reasoning.
Approach for cross-border structures
- Record the structure in full with capital and voting percentages, separately where they differ.
- Note control rights beyond the percentages: voting agreements, veto rights, appointment rights, fiduciary arrangements.
- For every legal system in which a filing is made or a bank relationship is held, determine the beneficial owners under its rules.
- Explain and document differences between the countries.
- Review all affected countries again whenever percentages or roles change.
In FLIORE
FLIORE determines the beneficial owners per legal system from the same recorded participations and roles – with the respective threshold, control across several levels and fallback rule. Differences between the countries become visible before a bank or a register asks. The free UBO threshold calculator in the German editions shows the arithmetical and the control-based view side by side.
At a glance
| Threshold Switzerland | At least 25 per cent (Art. 2a para. 3 AMLA) |
|---|---|
| Threshold DE, AT, LI | More than 25 per cent |
| Several levels | Control over the intermediate company, not multiplication |
| Foundations and trusts | All defining roles are beneficial owners |
Terms on this page
- Beneficial owner
- The natural person who ultimately owns or controls a company, foundation or trust, or on whose behalf a transaction is carried out.
- Forms A, K, S and T
- Standardised forms used by Swiss banks to establish the beneficial owner: A in general, K for controlling persons, S for foundations and T for trusts.
- Transparency register
- Central register of the beneficial owners of companies and other legal entities.
- Protector
- A person or body that supervises the trustee of a trust or the board of a foundation and holds certain consent rights.
Frequently asked questions
Why do I report more persons in Switzerland than in Germany?
Because Switzerland applies its threshold from 25 per cent, Germany only above 25 per cent. Persons with exactly 25 per cent are therefore recorded only in Switzerland, unless there is other control.
Is the calculation across several levels based on arithmetic or control?
For identifying beneficial owners, control over the intermediate company usually counts. For the family's wealth overview, on the other hand, the arithmetical look-through is used.
What is a fictitious beneficial owner?
If, under German law, no natural person can be identified through ownership or control, the legal representatives, managing shareholders or partners are deemed to be the beneficial owners. Switzerland, Austria and Liechtenstein have comparable fallback rules.
Do fiduciary arrangements count?
Yes. If someone holds shares as a nominee, the principal is the beneficial owner. This must be disclosed to banks and registers.
How often must the classification be reviewed?
Whenever percentages, roles or control rights change, and as part of the periodic review. In Austria an annual review of the register entries is also required.
Are family members with a voting agreement jointly beneficial owners?
If they exercise their votes in a coordinated way and together reach the threshold or control the company, this can lead to a joint classification. The agreements therefore belong in the documentation.
Sources
- Swiss Anti-Money Laundering Act (AMLA/GwG, SR 955.0) – Fedlex
- German Money Laundering Act (GwG), section 3 – Beneficial owner
- Austrian Beneficial Owners Register Act (WiEReG) – Legal Information System (RIS)
- Liechtenstein law gazette – gesetze.li
- FATF Recommendations and Guidance on Beneficial Ownership
- Swiss Bankers Association – code of conduct with regard to due diligence (CDB 20)
This page provides orientation and does not replace legal or tax advice. The cited legal sources in their applicable version are authoritative.
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