The reform of 2025 and 2026: transparency and advisers

Genesis

The reform that enters into force on 1 October 2026 answers two weaknesses that the FATF and other observers had identified for years. The first was the lack of a central and reliable source of information on the beneficial owners of Swiss legal entities. Since the revision of company law in 2015, Swiss companies had been required to keep an internal list of their beneficial owners, but no authority could consult that list quickly and no one checked it systematically. The second weakness concerned the professions that set up and manage structures without handling client money themselves: lawyers, notaries, fiduciaries, tax advisers and corporate service providers. Under Swiss law they were financial intermediaries only when they held a power of disposal over third-party assets. A lawyer who founded a domiciliary company, drafted its articles and appointed its directors, but left the money to the client’s bank, fell outside the Act.

A first attempt to extend the Act to advisers failed in Parliament. In March 2020 the National Council refused even to enter into the bill, chiefly because of the new duties for advisers. The Council of States then struck the adviser provisions in the autumn of 2020, so that the revision adopted in March 2021 no longer contained them.¹ The Russian invasion of Ukraine in February 2022 and the experience of the sanctions that followed changed the political climate. The difficulty of identifying the persons behind Swiss companies and real estate holdings became visible when the authorities tried to freeze the assets of sanctioned Russian individuals. The Federal Council held a consultation that closed on 29 November 2023 and submitted both a transparency act and a revision of the AMLA to Parliament in 2024.² Parliament adopted both acts on 26 September 2025. The referendum deadline expired on 15 January 2026 without a referendum.³ On 12 June 2026 the Federal Council brought both acts and the implementing ordinances into force on 1 October 2026, leaving only the provisions on cantonal state notaries for a later date.⁴

The Federal Act on the Transparency of Legal Entities

The Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (Bundesgesetz über die Transparenz juristischer Personen und die Identifikation der wirtschaftlich berechtigten Personen, TJPG) creates a federal register of beneficial owners. The register is operated by the Federal Office of Justice. A control office attached to the Federal Department of Finance checks that the information is accurate, complete and up to date. A pilot operation started in June 2026 under a separate ordinance that had entered into force on 18 May 2026.⁵ A beneficial owner is a natural person who ultimately controls a legal entity, in particular by holding directly or indirectly at least 25 per cent of its capital or voting rights. The governing body of the entity bears the responsibility for the notification, even when it delegates the task to a lawyer or fiduciary. Shareholders and beneficial owners must cooperate. Financial intermediaries that consult the register must report discrepancies that call the registered information into question. Breaches may lead to fines and to the suspension of shareholder rights.⁶

The duty to report applies to Swiss companies limited by shares, limited liability companies, cooperatives and investment companies with variable or fixed capital, to foreign legal entities with a Swiss branch, effective administration or real estate in Switzerland and to certain trustees. Sole proprietorships, listed companies and their subsidiaries, pension funds and public entities are exempt. Notifications are made electronically through the federal EasyGov portal. The transitional periods are graduated. Entities whose beneficial owners are already recorded as shareholders or officers in the commercial register have two years, other Swiss entities shorter periods depending on their legal form and audit obligation, and foreign legal entities six months. The internal register of beneficial owners that companies had kept under company law since 2015 is abolished.⁷ Intentional breaches of the reporting duty are punishable by fines of up to CHF 500,000.⁸

The register differs from its counterparts in the European Union in one respect that matters for Zurich’s private clients: it is not public. After the Court of Justice of the European Union held in November 2022 that general public access to beneficial ownership registers violated the rights to privacy and data protection, the Swiss legislature had little reason to open the register to the public.⁹ For financial intermediaries the register is a tool of verification. Their own due diligence remains necessary, and any discrepancy between the client’s Form A or Form K and the register entry must be clarified and reported.

Advisers

The second pillar of the reform is the extension of the AMLA to advisers. New Article 2 paragraph 1 letter c brings advisers within the personal scope of the Act. Under the new paragraph 3bis, advisers are natural and legal persons who professionally provide services in connection with financial transactions relating to certain activities. These comprise the purchase and sale of real estate, the formation of legal entities without an operating business, the management of such entities, capital contributions to and distributions from them and the purchase or sale of legal entities through such entities. Paragraph 3ter adds the professional provision of an address or premises as the domicile of a legal entity for more than six months. Paragraph 4ter creates exemptions for low-risk activities, among them transfers within families and in inheritance, real estate transactions below CHF 5 million paid through a regulated bank, the purchase of a primary residence and agricultural transfers.¹⁰

Advisers must identify the client, establish and verify the beneficial owner, document the business relationship, clarify the purpose of the transaction and apply enhanced due diligence when the risk requires (Article 8b). They must join an SRO, which sets proportionate due diligence standards (Article 8c), and take the necessary organisational and training measures (Article 8d). They must report to MROS without delay when they have a reasonable suspicion (Article 9 paragraph 1ter).¹¹ The Federal Council’s ordinance defines when advisory activity is professional. The criteria are gross revenue of more than CHF 50,000 per year from covered activities, more than twenty clients or transactions, assumed asset values of more than CHF 5 million or transaction volumes of more than CHF 2 million. The duties begin when both parties to a real estate transaction have expressed the intention to conclude the purchase contract.¹² Advisers already active on 1 October 2026 must join an SRO by 1 December 2026.¹³

The inclusion of lawyers and notaries was the most controversial element of the reform, because it touches professional secrecy. The final text contains several safeguards. Lawyers and notaries are exempt for activities connected with court, criminal, administrative or arbitration proceedings and for matters of family law, inheritance and gifts. They must report only when they execute the financial transaction for the client and when the information is not covered by professional secrecy. The new Article 18a AMLA provides that audits of lawyers and notaries must be conducted by lawyers or notaries with equivalent qualifications and independence.¹⁴ The SRO supervision of lawyers proceeds in two stages. The first stage examines the system and organisation without access to files. Access to individual files follows only exceptionally, when objective indications of a breach exist.¹⁵

For Zurich’s legal market the change is considerable. The corporate and private client practices of the large business law firms regularly form holding companies, advise foreign buyers of prime real estate and restructure family holdings. Many of these mandates now fall within the Act. Firms that were never financial intermediaries must establish client acceptance procedures, beneficial owner checks and a reporting process and must accept an SRO audit. The principle that governs the new regime is simple: the concrete activity determines whether the Act applies, whatever the professional title of the person who carries it out.

Dealers in precious metals and real estate

The reform also tightens the rules for dealers. For trade in precious metals and precious stones, the cash threshold above which due diligence duties apply falls from CHF 100,000 to CHF 15,000.¹⁶ For real estate, dealers must comply with the due diligence duties for every cash payment, whatever the amount (Article 8a AMLA).¹⁷ Without introducing a general prohibition of cash payments, the reform achieves a similar result for the two sectors in which cash has been most prone to abuse, because few sellers of real estate or gold will accept the documentation burden that cash now brings. Zurich, with its gold refiners in the wider region, its bullion trade and its high real estate prices, is directly affected.

Sanctions compliance and the revision of the AMLO-FINMA

The revised Article 8 AMLA obliges financial intermediaries to take the organisational measures necessary to prevent breaches of coercive measures under the Embargo Act in addition to money laundering and terrorist financing. Article 8d contains an analogous duty for advisers. MROS and the State Secretariat for Economic Affairs (SECO) may exchange all information needed for the application of both acts.¹⁸ Sanctions compliance had long been part of the organisation of Swiss banks as a matter of supervisory practice. The reform gives it an express statutory basis within the anti-money-laundering framework. The substance of the sanctions law is discussed in the next chapter.

FINMA has followed with a partial revision of the AMLO-FINMA, on which it consulted from 12 May to 9 June 2026. The revision requires financial intermediaries to understand the ownership and control structure of the contracting party and to take organisational measures against breaches of the Embargo Act, including sanctions risk analyses, internal directives, IT-based screening and staff training. Correspondent banks may execute payments for transitory accounts only if the client can supply the required information on request. A declaration on the beneficial owner will be required for all sub-accounts.¹⁹ The revised ordinance is planned to enter into force on 1 January 2027. It also removes the exception that allowed reduced data sets for payments to Liechtenstein and makes the review of correspondents’ anti-money-laundering controls mandatory in every case.²⁰

Notes

1. Parliamentary Services, press release of the Legal Affairs Committee of the Council of States, “Geldwäschereigesetz: Kommission beschliesst Eintreten und streicht Massnahme betreffend die «Beraterinnen und Berater»”, 11 August 2020, https://www.parlament.ch/press-releases/Pages/mm-rk-s-2020-08-11a.aspx?lang=1031, which records the National Council’s refusal to enter into the bill in the spring session 2020 by 107 votes to 89; SRF, “Geldwäschereigesetz – Keine Sorgfaltspflichten für Anwälte: Die Mini-Reform kommt durch”, 1 March 2021, https://www.srf.ch/news/schweiz/geldwaeschereigesetz-keine-sorgfaltspflichten-fuer-anwaelte-die-mini-reform-kommt-durch, on the deletion of the provisions by the Council of States in the autumn of 2020 and the National Council’s approval of the reduced bill in March 2021. ↩
2. Grant Thornton Switzerland, “The planned AMLA revision at a glance”, https://www.grantthornton.ch/en/insights/amla-revision-glance/. ↩
3. Federal Chancellery, Bundesblatt, BBl 2025 2899, Federal Act on Combating Money Laundering and Terrorist Financing (Amendment of 26 September 2025), https://www.fedlex.admin.ch/eli/fga/2025/2899/de. The referendum text gives 15 January 2026 as the expiry of the referendum period. ↩
4. Swiss Federal Council, media release of 12 June 2026 (above). ↩
5. Federal Office of Justice, “Schweizerisches Transparenzregister”, https://www.bj.admin.ch/de/schweizerisches-transparenzregister. The page confirms that the register is not public and that access is limited to authorities and financial intermediaries. ↩
6. Mondaq, “Act On The Transparency Of Legal Entities And Revised Anti-Money Laundering Act – Entry Into Force Confirmed For 1 October 2026”, https://www.mondaq.com/corporate-and-company-law/1802206/act-on-the-transparency-of-legal-entities-and-revised-anti-money-laundering-act-entry-into-force-confirmed-for-1-october-2026. ↩
7. Bratschi Ltd., “Das neue Transparenzregister – ab 1. Oktober 2026 gelten neue Melde- und Sorgfaltspflichten”, https://www.bratschi.ch/en/publikationen/das-neue-transparenzregister-ab-1-oktober-2026-gelten-neue-melde-und-sorgfaltspflichten. The firm also notes that the Act introduces a uniform definition of the beneficial owner. ↩
8. Lenz & Staehelin, “Introduction of a Federal Register of Beneficial Owners”, https://www.lenzstaehelin.com/news-and-insights/browse-thought-leadership-insights/insights-detail/introduction-of-a-federal-register-of-beneficial-owners/. The note lists prosecutors, tax authorities, SECO, MROS and the intelligence service among the authorities with access. ↩
9. Court of Justice of the European Union (Grand Chamber), judgment of 22 November 2022, joined cases C-37/20 and C-601/20, WM and Sovim SA v Luxembourg Business Registers, operative part: Art. 1(15)(c) of Directive (EU) 2018/843 is invalid in so far as it requires beneficial ownership information to be accessible in all cases to any member of the general public, https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:62020CJ0037. ↩
10. BBl 2025 2899 (above), Article 2 paragraphs 1 letter c, 3bis, 3ter and 4ter. ↩
11. BBl 2025 2899 (above), Articles 8b to 8d and 9. ↩
12. SVIT Schweiz, Beratung in Immobiliengeschäften: Unterstellung unter das Geldwäschereigesetz, information sheet, version 1.0, July 2026, https://www.svit.ch/sites/default/files/2026-07/svit_merkblatt_GwG-Unterstellung_de_1.0_2607_0.pdf, citing Articles 12e and 12f of the revised AMLO. ↩
13. Homburger, “GwG-Revision: Auswirkungen auf die Immobilienbranche”, https://www.homburger.ch/de/insights/gwg-revision-auswirkungen-auf-die-immobilienbranche. ↩
14. BBl 2025 2899 (above), Articles 9 and 18a. ↩
15. Lea Ruckstuhl, “Die Unterstellung von Beraterinnen und Beratern unter das GwG: Neue Pflichten durch die GwG-Revision”, Economic Crime Blog, Lucerne University of Applied Sciences and Arts, 4 May 2026, https://hub.hslu.ch/economiccrime/gwg-revision-unterstellung-von-beratern/. The author stresses that abstract advice without a concrete link to a covered transaction does not trigger the duties. ↩
16. Bratschi Ltd., “TJPG und GwG: Neue Transparenz- und Sorgfaltspflichten ab 2026”, https://www.bratschi.ch/en/publikationen/tjpg-und-gwg-neue-transparenz-und-sorgfaltspflichten-ab-2026. Grant Thornton, “The planned AMLA revision at a glance” (above), describes the same reduction in the draft. ↩
17. Homburger, “GwG-Revision” (above). ↩
18. Daniel S. Weber and Theresa Hilbe, “Konvergenz von AML und Sanctions Compliance im revidierten Geldwäschereigesetz”, Economic Crime Blog, Lucerne University of Applied Sciences and Arts, 26 January 2026, https://hub.hslu.ch/economiccrime/konvergenz-von-aml-und-sanctions-compliance-im-revidierten-geldwaschereigesetz/. ↩
19. FINMA, “FINMA eröffnet Anhörung zur Teilrevision der Geldwäschereiverordnung-FINMA”, media release, 12 May 2026, https://www.finma.ch/en/news/2026/05/20260512-mm-anh-gwv-finma/. ↩
20. BDO, “FINMA revidiert GwV-FINMA: Neue Pflichten für Finanzintermediäre ab 2027”, https://www.bdo.ch/de-ch/publikationen/finma-eroffnet-anhorung-zur-teilrevision-der-geldwaschereiverordnung-finma. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of September 2025.