Legal Compass Switzerland: Corporate Law

1. The TJPG at a Glance

The TJPG applies to Swiss public limited companies (Aktiengesellschaften), limited liability companies (GmbHs) and cooperatives, as well as to foreign legal entities with a connection to Switzerland.

Of equal importance for the sports sector is the fact that associations and foundations are generally not subject to the Act. This means that international sports governing bodies such as FIFA, UEFA, the IOC and the FIS, all of which are organised as associations under Swiss law, are not affected. The same applies to the Swiss Football Association (SFA), the Swiss Football League (SFL) and Swiss Olympic, as well as to football clubs that are (still) organised as associations. Listed companies, their qualifying subsidiaries and legal entities controlled by public authorities are also exempt.

At the heart of the Act is the question of who ultimately controls a company. A beneficial owner is any natural person who ultimately controls a company by holding, directly or indirectly, alone or acting in concert with third parties, at least 25 per cent of its capital or voting rights, or who exercises control over the company by other means. If no person meets these criteria, the most senior member of the governing body is deemed to be the beneficial owner on a subsidiary basis.

As a general rule, beneficial owners must be reported electronically to the Transparency Register maintained by the Federal Office of Justice (FOJ). The information to be reported includes the beneficial owner’s first name and surname, date of birth, nationality, municipality and country of residence, as well as the necessary information concerning the nature and extent of the control exercised.

Alternatively, the notification may be submitted via the cantonal commercial register office, provided that the company confirms that all beneficial owners are already entered in the commercial register as shareholders or members of a governing body. The initial notification must be made within one month of the company’s registration in the commercial register. Any subsequent changes must likewise be reported within one month.

Registration is free of charge and has declaratory effect. Responsibility for making the notification rests with the most senior member of the governing body (the board of directors or management). While this task may be delegated, the responsibility itself remains with that person.

Table 1 – Overview: Who Is Subject to the TJPG and Who Is Not?

Subject to the TJPG (Art. 2 para. 1 TJPG)	Not Subject to the TJPG (Art. 2 para. 1 / Art. 3 TJPG)
Club companies limited by shares (e.g. Grasshopper Fussball AG, BSC Young Boys AG, FC Basel 1893 AG)	Associations (e.g. FIFA, UEFA, SFA, SFL, Swiss Olympic, IOC, FIS)
Limited liability companies (GmbHs) and cooperatives	Foundations
Foreign legal entities with a connection to Switzerland (e.g. holding companies with a Swiss branch)	Listed companies and their qualifying subsidiaries (Art. 3 lit. a TJPG)
League companies limited by shares (e.g. AWSL)	Legal entities controlled by public authorities (at least 75%, Art. 3 lit. c TJPG)

2. Football in Practice

2.1 Club Companies - The Classic Case

In Swiss men’s professional football, operating as a public limited company (AG) is not merely common practice but a mandatory licensing requirement for the Super League. Pursuant to Art. 5 para. 3 of the SFL Licensing Regulations (version as at 1 July 2026), a club must “have adopted the legal form of a public limited company (AG) no later than the deadline set for submitting the licence application”; otherwise, it must be refused a Licence II (Super League).

For the Challenge League (Licence III), the AG structure currently remains optional. However, given the increasing professionalisation of Switzerland’s second-tier league, further clubs can be expected to adopt this corporate structure in the future. Clubs such as FC Basel 1893 AG, Grasshopper Fussball AG, BSC Young Boys AG and FC Thun AG operate their professional activities through an AG structure, while the historic association continues to exist as the bearer of the club’s identity and, in some cases, as a shareholder. From 1 October 2026, these club companies will fall directly within the scope of the TJPG.

The initial notification is not the only relevant requirement: any qualifying change of ownership – for example, the sale of a block of shares or the entry of a new investor – will also trigger a reporting obligation, as any change to information recorded in the Transparency Register must be reported within one month.

Recent examples illustrate why the Act is particularly relevant to football in practice. In 2026, Bridge Football Group Switzerland AG announced the completion of its acquisition of a majority stake in Grasshopper Fussball AG. Transactions of this kind raise precisely the questions that the TJPG is intended to address: Who ultimately controls the club company? Are there intermediate holding companies? Which natural persons ultimately sit at the end of the chain of control? Under the TJPG, a qualifying change of ownership would trigger an obligation to report the change to the Transparency Register within one month.

FC Schaffhausen AG underwent two changes of ownership within the space of just a few months. In January 2025, Fitim and Boletin Hasani acquired 100 per cent of the shares. By April 2025, a further restructuring had already been announced, under which Lotus One Swiss AG was to become the principal shareholder by subscribing for newly issued shares.Such rapid changes in ownership structures highlight the need for a Transparency Register that is kept continuously up to date – and the importance of the reporting obligation whenever there is a change of control.

2.2 Women's Football - Restructuring and Its Implications

The TJPG is set to have particular relevance in Swiss women’s football. The organisational structure of the AXA Women’s Super League is to be restructured with a view to further developing the league from a structural, operational and commercial perspective.

Against this backdrop, the question arises as to whether women’s football clubs that have traditionally been organised as associations will in future adopt the legal form of a public limited company (AG) or limited liability company (GmbH), whether as a result of future licensing requirements or as part of the broader trend towards professionalisation. Although the current licensing manual does not (yet) prescribe a particular legal form, developments in the men’s game indicate the direction of travel. A concrete example is GC Frauenfussball Sport AG, which was established as a separate public limited company in order to further professionalise the women’s team and, as a result, falls within the scope of the TJPG.

The key practical takeaway is clear: the TJPG itself does not require clubs to change their legal form. Rather, it is sporting and licensing requirements, together with the expectations of sponsors, that are driving clubs towards more professional structures. However, as soon as a club is incorporated as an AG or GmbH, the transparency obligations under the TJPG automatically apply.

For clubs currently undergoing a period of transition, this means that any future restructuring into a corporate entity should take TJPG compliance into account from the outset. The same applies at league level: with the restructuring of the AWSL as a separate public limited company, the league itself will also fall within the scope of the TJPG. By contrast, the SFL continues to be organised as an association and is therefore not subject to the TJPG.

2.3 Interaction with Existing Disclosure Requirements

Club limited companies in Swiss professional football are already subject to various disclosure requirements. There are significant synergies between these existing requirements and the new TJPG.

In its regulations on club licensing and financial sustainability, UEFA requires the disclosure of the ultimate controlling party, the ultimate beneficial owner and all parties with significant influence. In the event of a change of control, the SFL requires the ‘disclosure of the ultimate beneficial owner’ as well as evidence of the origin of the funds used. In the AWSL, major shareholders holding more than 5 per cent of the licence applicant’s capital must be disclosed by surname, first name, residential address and their shareholding. If the shareholders are legal entities, ‘the natural persons entrusted with the supervision and management of that company must also be listed’. These requirements essentially correspond to the TJPG concept of the beneficial owner. Anyone who has already disclosed their ownership structure down to the level of the natural person for UEFA, SFL or SFV licensing has, in effect, already fulfilled a significant part of their TJPG compliance obligations.

Nevertheless, the TJPG closes a loophole: the disclosure obligations under sports and association law apply only to the sports authorities. The TJPG, on the other hand, establishes an ongoing statutory reporting obligation to a central federal register, to which state authorities have access. In addition, intentional violations may result in fines of up to CHF 500,000 in administrative penalty proceedings— a government sanction that is imposed in addition to the consequences under association law and directly affects the individuals involved.

A thorough gap analysis — what does the existing licensing framework cover, and what new requirements does the TJPG introduce? — is therefore recommended for every affected club corporation.

3. Recommendations for Club Management and Board of Directors

It is recommended that affected club limited companies prepare systematically for the TJPG. The first step is to carry out a comprehensive review of the ownership structure. All direct and indirect shareholdings must be documented, including any chains of control via holding companies, trusts or other vehicles. The information must be documented, kept up to date and accessible in Switzerland at all times. The retention period is ten years after ceasing to be a beneficial owner.

In a second step, the relevant thresholds must be checked. The 25 per cent threshold for capital and voting rights is the statutory starting point. However, the general clause regarding control ‘by other means’ must not be overlooked: voting agreements, joint action by mutual agreement or de facto control may also trigger a TJPG reporting obligation.

It is therefore essential to safeguard the flow of information: shareholders, for their part, are obliged to notify the company of the beneficial owner within one month. As the club remains responsible for reporting to the transparency register but relies on information provided by its shareholders, this duty of cooperation should be enshrined in contracts, such as shareholder agreements, articles of association or investor agreements. The same applies to future transactions: in the event of share sales, capital increases or the entry of new investors, TJPG compliance clauses should be included which oblige the acquirer to disclose the beneficial owner and to keep this information up to date.

Finally, it is advisable to carry out a gap analysis against existing UEFA and SFL disclosure requirements. Information already compiled for club licensing purposes can serve as a basis. In addition, the TJPG requires the reporting of specific personal data (name, date of birth, nationality, municipality and country of residence, as well as the nature and extent of control) to the transparency register.

Internally, a process should be put in place to ensure that changes in the ownership structure – such as share disposals, new investors or changes to voting arrangements – are identified in good time and reported to the transparency register within the statutory one-month deadline. Particular attention should be paid to the transitional periods. From 1 October 2026, the reporting deadlines will be phased in as follows:

Table 2 – Transitional periods (Article 51(3) of the TJPG)

Category	Reporting Deadline Following Entry into Force
Public limited companies (AGs) subject to an ordinary audit	By January 2027
Public limited companies (AGs) not subject to an ordinary audit	By March 2027
Other companies subject to an ordinary audit	By February 2027
Other companies and legal entities	By April 2027

Companies whose beneficial owners are already entered in the commercial register as shareholders or members of a governing body benefit from an extended reporting period of two years.

Finally, internal responsibility must be clearly defined. Responsibility for making the required notifications rests with the most senior member of the governing body. Although this person may delegate the task to third parties, they remain responsible for ensuring that it is properly carried out. For club management teams and boards of directors, the message is clear: TJPG compliance is a matter for senior leadership.

4. Conclusion and Outlook

The TJPG specifically targets corporate entities in Swiss sport – precisely those structures in which investors, holding companies and professional operations come together. Clubs that remain organised purely as associations fall outside its scope. However, the ongoing professionalisation of the sports sector, particularly evident in women’s football, is creating new entities that will be subject to the TJPG. As soon as a club or league adopts the legal form of a public limited company (AG) or limited liability company (GmbH), the Act applies.

For affected club companies, the time remaining to prepare is limited. Those that properly document their ownership structures now and align the TJPG requirements with their existing licensing obligations should be able to implement the new rules without significant additional effort. Those that delay risk substantial fines – not only for the club itself, but potentially also on a personal level for the most senior member of its governing body.

Transparency, however, need not be viewed as a burden. On the contrary, organisations that disclose and properly document their structures strengthen their corporate governance, build trust among investors, sponsors and sports governing bodies, and position themselves as professionally managed sports organisations capable of meeting the demands of the modern sporting landscape.