Swiss Form K: controlling persons of operating companies

Short answer

For operating companies, Swiss banks use Form K to record the controlling persons: natural persons who, alone or together with others, hold at least 25 per cent of the capital or votes or control the company in another way. If no one can be identified, the most senior member of executive management is deemed to be the controlling person. The basis is Art. 2a para. 3 AMLA.

The rule in three steps

1. Who holds, directly or indirectly, alone or acting in concert, at least 25 per cent of the capital or votes?
2. If no one: who controls the company in another way, for example through contracts or voting agreements?
3. If still no one: the most senior member of executive management is deemed to be the controlling person.

Operating or domiciliary company?

Form K applies to operating legal entities and partnerships. For domiciliary companies – companies without their own business operations that hold assets – the bank instead requires Form A on the beneficial owners of the assets. Many family holding companies are treated as domiciliary companies, even if they hold participations in operating businesses. The classification matters: on Form A it is not a threshold that counts but the beneficial entitlement to the assets.

Indirect participations

Control can exist across several levels. If a person holds 60 per cent of a holding company which in turn holds 40 per cent of the operating company, that person controls the 40 per cent through the holding. In practice, control over the intermediate company is decisive, not only the arithmetical calculation through the chain. FLIORE's free UBO threshold calculator (German editions) shows both approaches side by side.

Exemptions

• Listed companies and subsidiaries majority-controlled by them.
• Certain authorities and supervised financial institutions, depending on the rules applied.
• Simple partnerships and associations partly follow their own rules.

Link to company law

Independently of the bank forms, shareholders of an AG and members of a GmbH who, alone or acting in concert, reach or exceed 25 per cent must report the beneficial owner to the company, which keeps a register of them (Art. 697j and 697l CO). The information on Form K should match this register – and, for entities within its scope, the federal transparency register.

In FLIORE

FLIORE links companies and persons through participations with percentages and shows who counts as beneficial owner or controlling person under each legal system. When percentages change, it is immediately visible whether the controlling persons shift.

At a glance

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.

Frequently asked questions

Sources

• Swiss Anti-Money Laundering Act (AMLA/GwG, SR 955.0) – Fedlex
• Swiss Bankers Association – Agreement on the Swiss banks' code of conduct with regard to due diligence (CDB 20)
• Swiss Code of Obligations (OR, SR 220) – Fedlex

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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