New Swiss AML and Transparency framework: how it impacts businesses, company owners and advisers

New Swiss AML and transparency rules take effect in October 2026, extending compliance duties well beyond banks and subjecting legal entities to stricter disclosure rules.

In brief

• Ahead of the forthcoming FATF evaluation, Switzerland has initiated a legislative package designed to strengthen the regulatory framework governing companies and their advisers. The revision is supposed to enter into force on 1 October 2026.
• The new legislative package operates on two fronts: one introduces new transparency obligations applicable to most Swiss entities as well as certain foreign companies, while the other expands anti-money laundering requirements to a much broader range of actors, based on activities rather than professional titles.
• These changes directly concern the management: transparency and AML obligations are shifting from a predominantly finance-centric model to advisers and beneficial owners.
• Non‑compliance will now carry material consequences, including administrative measures, private‑law sanctions via SROs and criminal exposure.
• Companies active in Switzerland should start preparing for the new regime without delay. Early assessment will be key to managing compliance requirements efficiently.

The revision of the Swiss anti‑money laundering framework, combining the Transparency of Legal Entities Act (TLEA) and targeted amendments to the Anti‑Money Laundering Act (AMLA), reflects a legislative decision to adjust the existing framework in light of evolving international standards and supervisory expectations.

1. Key drivers behind the reform and expected timeline

The reform focuses in particular on beneficial ownership transparency and on the treatment of certain non‑financial activities carrying a high risk from an AML perspective, including advisory and structuring activities. The rationale behind the reform is that increased transparency enables the identification of unusual patterns and thereby facilitates the fight against money laundering.

This rationale also explains why the real estate sector is newly concerned by these new requirements. Real estate is often regarded as one of the preferred channels for the integration of illicit funds into the legitimate economy, particularly in the luxury and commercial real estate sectors. Commercial properties, such as hotels and restaurants, may facilitate the legitimization of cash deposits disguised as business revenues, especially where such funds are directly applied to the payment of interest, while rental income streams can provide a plausible source of funds for servicing mortgage debt.

International and regulatory context

The reform must be read in the context of evolving international standards, in particular the FATF/GAFI’s increasing focus on beneficial ownership transparency and on the regulation of so‑called “gatekeepers”, such as legal, fiduciary and corporate advisers. Comparable developments in the EU and other major financial centers have reinforced supervisory and reputational expectations in this area.

This focus is also driven by the fact that, in Switzerland, the range of actors subject to anti-money laundering obligations in the context of real estate transactions remains relatively limited. Among the “gatekeepers”, only banks are fully subject to the anti-money laundering legal framework. Lawyers are subject to due diligence obligations only in limited circumstances, such as when accepting assets into custody, or assisting in the placement or transfer of funds. Notaries instead are generally subject to the AMLA only when acting as financial intermediaries. Real estate brokers and property management companies likewise remain outside the scope of the AMLA in the absence of cash transactions. This situation was identified by the FATF as a weakness of the Swiss anti-money laundering framework in its 2016 Mutual Evaluation Report. It is further reflected in the marginal and declining share of suspicious activity reports submitted to the Money Laundering Reporting Office Switzerland (MROS) by lawyers and notaries, which accounted for only 0.01% of all reports in 2025.

In Switzerland, the upcoming FATF Mutual Evaluation (2027–2028) is accelerating the reform, prompting a short implementation timeframe. The consultation process has, however, highlighted practical and operational concerns raised by various stakeholders, including cantonal authorities, notably regarding implementation readiness, coordination and the need for sufficient transition periods.

A structural shift in the Swiss AML model

Historically, the Swiss AML framework has relied heavily on financial intermediaries, in particular banks, as the primary line of defense. The reform marks a systemic shift:

• Transparency obligations are imposed directly on legal entities themselves (TLEA);
• AML due‑diligence obligations are extended to non‑financial actors whose activities present elevated risk.

The combined effect is a significant expansion of the AML and transparency perimeter, bringing a broader range of entities and activities within scope. This expansion notably includes certain real estate professionals. In particular, real estate brokers will become subject to due diligence obligations even in the absence of cash transactions, subject to certain exceptions, notably for properties valued below CHF 5 million where the transaction is intermediated by a bank.

2. Ownership transparency: new operational requirements

The most immediately operational element of the reform is the creation of a federal, non-public Transparency Register of beneficial owners, administered electronically by the Federal Office of Justice (“FOJ”). Swiss corporations (AG/SA) and SICAVs, but also limited liability companies (GmbH/Sàrl), cooperatives and other in-scope entities must identify, verify and continuously maintain information on their ultimate beneficial owners (“UBOs”) — defined as natural persons controlling 25% or more of capital or voting rights, or exercising control by other means. The ordinance further clarifies that control may also arise through indirect chains, shareholder arrangements, veto rights, fiduciary structures or other equivalent mechanisms, requiring the documentation of the full control chain in more complex structures. In case of such an indirect control chain, a dual threshold applies consisting of 25% or more of the share capital or voting rights of the relevant entity, and more than 50% at each intermediate level.

While the obligation for Swiss companies to identify their UBOs already exists under current law, the reform introduces a centralized reporting obligation and a duty to notify changes to the newly created Transparency Register, thereby formalizing and externalizing what was previously an internal corporate‑law requirement.

The new framework may also give rise to practical alignment issues with existing anti-money laundering standards. Notably, the TLEA adopts a uniform beneficial ownership threshold of 25%, regardless of whether the relevant entity is an operating company or a domiciliary company. This differs from the approach traditionally adopted under the AMLA and the Swiss Bankers Association’s Due Diligence Agreement (CBD), which applies different beneficial ownership identification rules depending on the nature of the entity. The reform therefore creates a degree of misalignment between the transparency regime and certain existing anti-money laundering standards.

Scope

The TLEA applies not only to Swiss legal entities, but also to certain foreign entities with a sufficient nexus to Switzerland, in particular where they maintain a registered branch in Switzerland, have their effective administration in Switzerland, or own or acquire Swiss real estate. This express extension to foreign entities holding Swiss property is one of the most significant features of the reform: a foreign vehicle may become subject to the TLEA even without operational presence in Switzerland, solely by reason of a real-estate investment. This is of particular relevance for international holding structures, SPVs and other real-estate vehicles with Swiss exposure.

A non-public register with targeted access

The Transparency Register is not accessible to the public. Access is granted to designated Swiss authorities, including criminal authorities. More significantly from an operational perspective, access is also granted to AMLA supervisory and self‑regulatory authorities, as well as to land registry offices and authorities enforcing the Lex Koller (LFAIE). Discrepancies between beneficial ownership information recorded in the Transparency Register and information provided to these authorities may trigger supervisory or regulatory scrutiny.

In addition, lawyers and notaries may, in the context of their due diligence duties, request access to or confirmation of information contained in the register. However, as regards disclosures to the register, they remain bound by applicable legal and professional secrecy rules, meaning that information protected by legal privilege cannot be reported unless permitted under applicable law.

A compliance tool, not a safe harbour

Entries in the Transparency Register have declaratory, not constitutive, legal effect and do not benefit from any presumption of accuracy comparable to that of public registers or notarial instruments. Financial intermediaries and advisers may rely on register entries only where their own KYC and verification procedures do not reveal inconsistencies. The Transparency Register does not replace due‑diligence obligations; it supplements them. Reliance on register entries as a substitute for independent verification exposes advisers to compliance and liability risk.

Practical implications

For entities within scope of the TLEA, the reform primarily affects corporate governance and internal compliance organization. Beneficial ownership identification, previously an internal obligation under corporate law, becomes a regulated reporting duty vis‑à‑vis a federal register.

Boards and senior management are directly exposed. In practice, companies must ensure that:

• Ownership structures are fully mapped and documented;
• The identification and verification process is reproducible;
• Internal responsibility for updates and notifications is clearly allocated.

For groups and international holding structures, this will frequently require a reassessment of upstream ownership chains, including foreign entities. It should also be noted that the documentation covering the phase before the entry into force of the new provision must be held on file for a period of 10 years.

For foreign entities, the compliance burden is often heavier in practice. They may need to appoint a Swiss notification address or representative, gather documentation across multiple jurisdictions and reconcile complex upstream ownership chains involving intermediate holdings, trusts or similar arrangements. In addition, the Transparency Register is likely to become a central reference point for AML checks, increasing the risk of MROS communication where declared information diverges from data held by financial intermediaries or other competent authorities.

Consequences in case of non-compliance

Non-compliance may trigger a combination of administrative, civil and criminal consequences. Beyond monetary exposure, the enforcement model is designed to create immediate operational pressure: authorities may issue formal orders, record deficiencies in the register and thereby create a visible compliance signal for other authorities and market participants.

The new TLEA provides for three types of sanctions:

• The suspension of membership and economic rights of shareholders;
• The dissolution and forced liquidation of the legal entity in severe cases, including the deletion of a branch in the case of foreign entities;
• Criminal fines of up to CHF 500,000 for intentional breaches, it being noted that criminal proceedings are subject to a seven‑year statute of limitations.

3. Broader anti‑money laundering rules: new actors in scope

The revised AMLA’s extension introduces a new category of actors subject to AMLA obligations: “advisers”.

The new framework is activity-based rather than title-based: it is what a professional does in the context of a specific mandate that determines whether AMLA obligations apply, not their professional designation. In practice, the regime is primarily intended to capture external advisers providing services to third parties, whereas purely internal functions within a group typically fall outside of its scope.

The implementing ordinances also clarify the concept of “participation” by requiring that the adviser’s activity contributes in a sufficiently direct and concrete manner to the execution of a specific operation, thereby introducing a clear functional link between the advisory service and the underlying transaction.

Scope

Under the revised AMLA, the following categories of activity in a real estate context are explicitly covered:

• Buying or selling real estate — including the structuring, negotiation and execution of property acquisitions and disposals, whether directly or through a corporate vehicle.
• Creating or managing non-operational legal entities — including the establishment or ongoing administration of holding companies, SPVs or other corporate vehicles whose primary purpose is to hold real estate.
• Providing domiciliation services — including registered office or management services to real estate holding companies.
• Capital contributions and distributions — involving non-operational entities, which frequently arise in real estate funds or joint venture structures.

Professionals engaged in these activities as advisers — notaries executing property transfers, lawyers structuring acquisition vehicles, fiduciaries managing holding companies, and real estate brokers involved in high-value transactions — will be required to implement due diligence measures equivalent to those applicable to financial intermediaries: client identity verification, UBO identification, documentation of the mandate’s purpose and economic background, ongoing monitoring, record retention, and, where applicable, reporting to MROS. 

Exceptions and thresholds

The revised AMLA no longer relies on a standalone exemption based on transaction value. Accordingly, the previous CHF 100,000 cash threshold that triggered due diligence obligations has been removed entirely, introducing a notably stricter regime for real estate dealers and brokers specifically.

In its place, four new alternative thresholds have been introduced to determine whether advisory activities are carried out on a professional basis, meaning that meeting any one of them is sufficient to become subject to AMLA duties. In practice, an activity will be considered professional where it exceeds CHF 50,000 in annual turnover, involves more than 20 clients or transactions per year, relates to transactions exceeding CHF 5 million at a given point in time, or reaches a total annual transaction volume above CHF 2 million.

The introduction of these thresholds follows significant concerns raised during the consultation process, where stakeholders argued that the initial definition of advisory activities was too broad and insufficiently precise, creating uncertainty as to which actors would fall within the scope. While the thresholds provide greater legal certainty, their application remains fact-dependent: in particular, it may be difficult for advisers to assess beforehand whether any of the relevant criteria will be met. In practice, this creates residual uncertainty and may require a precautionary approach to AML compliance in borderline situations.

SRO affiliation, supervision and sanctions

Any professional carrying out covered advisory activities on a professional basis must be affiliated with a recognized self‑regulatory organization (SRO). For actors not previously subject to the AMLA — in particular real estate lawyers, fiduciaries advising on property or holding structures, and real estate management companies — this constitutes a new regulatory entry point. In practice, SRO affiliation requires time, documentation and internal organization; late affiliation entails a material compliance risk in view of the entry into force on 1 October 2026. It should be noted that, following the consultation process, a specific exception has been included for public notaries, which are not obliged to affiliate with an SRO.

The reform does not introduce a new sanctions regime but extends the existing AMLA enforcement framework to these newly in‑scope actors. Supervision is exercised primarily through SROs under private‑law rules, including disciplinary measures and financial sanctions. Challenges against SRO decisions will be heard by a newly established permanent arbitral tribunal, ensuring procedural consistency across SROs. In parallel, criminal sanctions under the AMLA remain applicable, including fines of up to CHF 500,000 for serious breaches.

4. Sector‑specific impacts: who is affected and how?

5. Implementation and governance: practice makes perfect

Practical implementation of the new legislative framework has now been further clarified by the implementing ordinances. However, SRO regulations and practical guidance will be key to determining how the laws and ordinances must be interpreted in practice.

Filing mechanics and simplified procedures

Operationally, the process is structured around three layers. First, the entity must identify and verify its beneficial owners internally, including in cases of indirect control or other equivalent influence. Second, the relevant information must be filed electronically through the federal platform (EasyGov). Third, the entity must keep the information up to date and notify relevant changes without delay. For certain simple structures, the final ordinance provides streamlined mechanisms, including cases where beneficial ownership is already visible through the commercial register and may be confirmed through a completeness statement rather than a full standalone filing.

Deadlines and ongoing update duties

As a rule, filings must be made within 30 days. This deadline applies from the incorporation or registration of a Swiss entity, from the moment a foreign entity becomes subject to the TLEA — for example by acquiring Swiss real estate — and to subsequent relevant changes in beneficial ownership or control. Shareholders, members and beneficial owners themselves are also subject to coordinated notification duties within the same timeframe. Transitional rules provide for longer implementation periods for pre-existing structures (up to 6 months), but these remain relatively short, including limited grace periods for already existing foreign entities. All deadlines will commence on 1 October 2026, when the new regime enters into force.

Practical impact on Swiss real-estate acquisitions by foreign investors

One of the most concrete transactional effects concerns foreign legal entities acquiring Swiss real estate. In such cases, proof of registration in the Transparency Register must be available in the context of the land-registry process. Failing this, the land registry may suspend the procedure and ultimately reject the application if the situation is not regularized in time. In practice, registration under the TLEA therefore becomes a de facto condition precedent to the transfer of title for foreign investors. This requirement operates alongside, and not instead of, existing Lex Koller (LFAIE) constraints.

Overall, it is clear that:

• SRO regulations will have a decisive impact in practice, as they will define supervisory expectations and de facto best practices for newly in‑scope advisers.
• Implementation guidance will be critical to ensure compliance, avoiding sanctions and inefficient allocation of resources, particularly for actors newly entering the AML perimeter.

6. Conclusion – What should you do now?

The TLEA and AMLA reform marks a structural shift in the Swiss AML framework. Transparency and due diligence obligations extend directly to companies and to a broad range of non‑financial professionals.

At this stage, priority should be given to:

• Mapping exposure under both the TLEA and AMLA;
• Reviewing beneficial ownership identification and documentation processes and preparing to report this information;
• Assessing whether any activities fall within the new advisory category, in particular in light of the new criteria and thresholds defining when activities are carried out on a professional basis;
• Engaging early with SROs and specialized advisers to anticipate affiliation and implementation requirements.

With entry into force confirmed for 1 October 2026 and short transition periods, the reform is imminent and entities should be preparing for implementation.