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Swiss AG (SA) – Share Register, UBO, KYC and Board of Directors: who needs to know what?
Share Register • UBO • KYC
These three concepts are related, but they do not mean the same thing.
- Share Register (Aktienbuch)
This is the internal register of an AG showing the holders of registered shares. It mainly answers the question: “Who legally holds the company’s shares?”
- UBO – Ultimate Beneficial Owner
This is the ultimate beneficial owner: the natural person who, in the final analysis, owns or controls the company. The UBO may be a direct shareholder, but may also stand behind a holding company or another company.
- KYC – Know Your Customer
This is the procedure used to identify and verify the customer. It may include, in particular, an identity document, address, information about the company, authorised signatories, the shareholder structure and, where required, the UBO.
Simple example
Mr X owns Holding GmbH, and Holding GmbH owns Consulting AG.
| Concept | In this example |
| Share Register of Consulting AG | Holding GmbH may appear there as a shareholder. |
| UBO | Mr X may be the ultimate beneficial owner. |
| KYC | Procedure used to verify the customer and, where necessary, identify the UBO. |
Key point: Share Register = who holds the shares • UBO = who is really behind the company • KYC = how the customer is identified and verified.
- Director / Board of Directors
A director manages or supervises the company and may represent it according to his or her signing authority. A director is not automatically a shareholder or UBO. In carrying out this function, however, the director must have the information necessary for the proper administration of the company and ensure that the required corporate registers and records are properly maintained.
Who needs to know what?
| Person / role | What they need to know or maintain | Key point |
| Company / Board of Directors | The information necessary for the administration of the company and the proper maintenance of corporate registers, in particular the share register where applicable. | A director is not automatically the UBO, but has management and supervisory responsibilities. |
| Shareholder | Their own participation and the rights attached to their shares. | A shareholder may be a natural person or a company. |
| UBO | The natural person who ultimately owns or controls the structure. | The UBO may be different from the direct shareholder and from the director. |
| Bank / financial intermediary subject to KYC/AML rules | Must identify and verify the customer and, where required, determine/document the beneficial owner. | KYC is the control procedure; the UBO is information sought as part of that procedure. |
| Simple domiciliation provider (address + mail forwarding) | Its contractual role mainly concerns domiciliation and mail. Additional obligations depend on the services actually provided and the applicable legal framework. | Simple domiciliation does not automatically mean that the domiciliation provider maintains the Share Register or knows the UBO. |
One-line summary: Share Register = who holds the shares; UBO = which natural person is ultimately behind the company; KYC = how the customer and UBO are identified/verified; director = who manages and supervises the company.
- Commercial Register – what is public for an AG/SA
The Commercial Register is the company’s public register. For an AG/SA, it makes it possible in particular to identify the company and its representative bodies. It does not replace the Share Register and, as a rule, does not publish the shareholders of an AG.
| Information | Commercial Register |
| Company name and legal form | Yes – official identity of the AG/SA. |
| Registered office / address | Yes – registered office and address details are entered depending on the situation. |
| Purpose of the company | Yes. |
| Share capital | Yes – the relevant statutory information concerning the capital is entered/published. |
| Board of Directors | Yes – the members of the Board of Directors are entered. |
| Persons authorised to represent / sign | Yes – together with the type of signing authority (e.g. individual or collective). |
| Auditor / opting out of limited audit | Relevant information depending on the company’s situation. |
| Shareholders of an AG | As a rule, no – unlike a GmbH, the shareholders of an AG are generally not published. |
| UBO / beneficial owner | This is not the same as the Commercial Register; the UBO is not simply inferred from the public list of directors. |
| Share Register | No – it is a separate internal register maintained by the company. |
Who must report changes? The company must have changes that are required to appear in the Commercial Register entered there, for example a change to the Board of Directors, signing authority, registered office or articles of association, in accordance with the applicable rules.
Key point: Commercial Register = official public information about the company and its bodies; Share Register = shareholders recorded internally; UBO = natural person who ultimately owns or controls the company; KYC = identification and verification procedure.
IMPORTANT NOTE – EXPLANATORY DOCUMENT
This document is an educational summary intended to explain, in simple terms, certain concepts relating to a Swiss stock corporation (AG/SA), in particular the Share Register, UBO, KYC, the Board of Directors and the Commercial Register. It is neither legislation nor legal, tax or compliance advice and must not be used as a definitive legal basis.
Obligations may vary depending on the specific situation of the company, the nature of the shares, the services provided, the statutory documents and the rules applicable at the relevant time. Exceptions or particularities may therefore exist.
In case of doubt or where a legal decision must be taken, the official rules in force should be checked and, if necessary, the competent Commercial Register, a lawyer, a fiduciary/trust company or a compliance specialist should be consulted.