Effective 1 October 2026, the revised Swiss Anti-Money Laundering Act will extend Switzerland‘s anti-money laundering framework to advisers participating professionally in covered transactions. Lawyers, notaries, fiduciaries, accountants, tax advisers, M&A advisers and other professionals may become subject to due-diligence, organizational and certain reporting requirements under the AML framework even if they do not execute financial transactions themselves. This article summarizes the new regime, its principal exemptions and its consequences for professional advisers.
1) A New Regulatory Perimeter
The revision of the Anti-Money Laundering Act (AMLA) represents a fundamental change in Switzerland‘s approach to combating money laundering and terrorist financing. For the first time, professionals who do not necessarily carry out financial transactions, but who only advise on and, therefore, provide a causal contribution in relation to certain covered legal transactions, will be subject to the revised AMLA and the regulatory duties set out thereunder.
Together with the revised AMLA, the revised Anti-Money Laundering Ordinance (AMLO), setting out the pertaining implementing provisions, will enter into force on 1 October 2026.
The reform reflects the international standards of the Financial Action Task Force (FATF), which require the regulation of certain designated non-financial businesses and professions. Previous evaluations of Switzerland by the FATF repeatedly identified shortcomings of the Swiss AML-framework in this area. The new provisions are therefore intended to prevent professional advisers from being used to establish opaque legal structures, conceal beneficial ownership or facilitate unlawful financial transactions.
The legislation takes an activity-based rather than profession-based approach. Under article 2(3bis) of the revised AMLA, an adviser is a natural person or legal entity that on a professional basis assists third parties with financial transactions in connection with covered legal transactions. Accordingly, the determining factor is not the adviser‘s professional title but the nature of the services performed. The new AML-regime may apply to lawyers, notaries, auditors, accountants, fiduciaries, tax advisers, M&A advisers, management consultants and certain family offices.
The statutory list sets forth five principal categories of covered legal transactions. First, it includes the purchase and sale of real estate. Second, it covers the formation or establishment of non-operating legal entities (nicht operative Rechtseinheiten / entité juridique non opérationnelle) domiciled in Switzerland and, irrespective of their operating or non-operating nature, legal entities (Rechtseinheiten) domiciled abroad. Third, it applies to the management and administration of non-operating legal entities. This may include bookkeeping, control and certain accounting activities (to the extent such advisory services do not qualify as regulated audit services supervised by the Federal Audit Oversight Authority). Pure corporate-governance or general boardroom advice should generally remain outside the scope of the revised AMLA if it is not related to a financial transaction. The mere exercising of a mandate as a member of a corporate body, e.g. as a managing partner, protector of a trust or a member of the board of directors, does not constitute “advisory activity“ in legal or accounting matters within the meaning of article 2(3bis) revised AMLA and is therefore not subject to the revised AMLA, even if the member of the board of directors or the managing partner is a lawyer or an accountant. It should, however, be noted that in FINMA‘s practice (cf. FINMA-Circular 11/1 “Activities as a Financial Intermediary under the Anti-Money Laundering Act“, N 100 et seq.) the activities of the corporate bodies of shell companies (Sitzgesellschaften) are considered financial intermediary activities subject to AMLA, provided they are carried out in a fiduciary capacity – that is, on the instructions of the beneficial owner. Fourth, the regime covers contributions (Einlagen) to and distributions by non-operating legal entities. This includes advice relating to capitalization (equity) and the distribution of profits or other assets. By contrast, the temporary raising of funds through repayable debt, such as loans or bonds, should generally not fall within this category of covered transactions – as such transactions do not qualify as contributions (Einlagen). Fifth, the revised AMLA applies to the purchase or sale of legal entities by a non-operating legal entity. This will in certain (but not all) constellations capture the planning and implementation of M&A transactions in which a (new) non-operating acquisition vehicle acts as purchaser, regardless of whether the target itself conducts an operating business.
The concept of a “non-operating legal entity“ (article 2a(6) revised AMLA) is deliberately broader than the traditional concept of a domiciliary or shell company (Sitzgesellschaft). It may include special-purpose vehicles and mere passive holding companies whose only activity consists of holding investments (passive Holdinggesellschaften, deren einzige Tätigkeit das Halten von Beteiligungen ist, cf. Federal Department of Finance (FDF), Explanatory Report of 12 June 2026). Non-operating legal entities are legal persons, companies, institutions, foundations, trusts, fiduciary entities, and similar entities that are neither (i) established or maintained for operational purposes nor (ii) established or maintained for supporting the operating activities of a company or a group. Whenever a company, including an intermediate-holding company, supports the operating activities of a company or a group in some verifiable form or manner, it should not be deemed non-operational. Pursuant to industry guidance published by EXPERTsuisse (Neue Praxishilfe zu den GwG-Sorgfaltspflichten für Beraterinnen und Berater, September 2026), holding companies that hold a participation in at least one operating company and whose main purpose is not the management of third party funds, should not be deemed to qualify as a “non-operating legal entity“ within the meaning of the revised AMLA. Following this argument, certain acquisition vehicles in the context of private equity structures may, therefore, not fall into the scope of the revised AMLA. This is specifically true if such acquisition vehicles – after closing (the definition of a “non-operating legal entity“ allows for a certain forward-looking element due to the inclusion of “established […] for supporting“) – perform a role in advising the management of the acquired company in order to increase such company‘s value or otherwise support the operational activities of the target. However, due to the broad concept introduced under the revised AMLA, distinguishing an operating from a non-operating entity is likely to raise practical questions.
Article 2(3ter) revised AMLA also covers persons as advisers who on a professional basis provide addresses or premises as the domicile or registered office of a legal entity for more than six months.
The determining factor resulting in the application of the revised AMLA is the adviser‘s “participation“ (mitwirken) in a covered transaction. Under article 12d of the revised AMLO, advice constitutes participation if it causally contributes to a covered legal transaction. The term is broad and may encompass transaction structuring, contract drafting, negotiations, tax planning and corporate-law advice. Ultimately, the transaction does not have to be completed for the advisory services to be in scope of the revised AMLA. Participation in the planning or preparation of the transaction is sufficient according to the FDF‘s Explanatory Report of 12 June 2026. In this context it should be noted that the sell-side advisers of an M&A transaction may not become subject to the AMLA, even where the acquisitions is conducted by a non-operating entity, to the extent that the sell-side advisers did not participate in the structuring of the buy-side acquisition structure.
Nevertheless, an adviser must exercise some formative influence over a concrete covered transaction. A mere peripheral involvement or general legal advice without a recognizable connection to a specific covered transaction is not sufficient. The decisive point should be whether the nexus to a concrete covered transaction was recognizable when the advice was provided. Firms should document when such a nexus first became apparent. Difficult questions may arise during pitches, preliminary discussions and fee estimates that already contain structuring proposals. In the authors‘ view, this cannot be a relevant causal contribution because prior to being mandated it is not rendered as advice.
Several activities are expressly excluded from the revised AMLA. Because the advice must be provided to a third party, in-house advice to an employer and intra-group advice are not covered (article 2(3)(a) revised AMLO). Properly integrated auxiliary persons acting under the responsibility and control of an adviser are likewise not independently subject to the regime (article 2(3)(b) revised AMLO). Multi-family offices may be covered, whereas there are numerous arguments for treating a single-family office and any advice in relation to structures controlled by it comparably to an intra-group structure which is exempt from the AMLA.
Further exclusions apply to specified low-risk transactions. These include certain transfers under family, matrimonial, inheritance or gift law; transfers of real estate or legal entities valued below CHF 5 million where all payments pass through Swiss financial intermediaries subject to AMLA; purchases of owner-occupied residential property; and certain agricultural or land-consolidation transactions. Activities as a corporate body of an operating entity and certain activities for Swiss charitable foundations or operating associations are also excluded. Pure notarization without additional advisory services is not subject to AMLA, but related advice on structuring, taxation or corporate law may remove the benefit of that exclusion. For attorneys and notaries (Anwältinnen und Anwälte sowie Notarinnen und Notare), litigation and legal representation in judicial, criminal, administrative and arbitration proceedings are fully excluded, including advice regarding the preparation and conduct of such proceedings, the clarification of the facts, the assessment of litigation risks, the prevention of such proceedings, and the enforcement of the outcomes of the proceedings.
An adviser must act on a professional basis (berufsmässig) to become subject to the legislation. Under article 12f(1) revised AMLO, this generally means an independent economic activity intended to generate continuing income. Professional activity is conclusively established if any one of the following thresholds are exceeded: gross revenue of more than CHF 50,000 from covered activities during a calendar year; advice to more than 20 clients or participation in more than 20 legal transactions during a calendar year; when exercising the due diligence required under the circumstances, the adviser must assume that their advice concerns third-party assets that exceed CHF 5 million at any given time; or where the adviser must assume, when exercising the due diligence required under the circumstances, that their advice relates to financial transactions whose total volume exceeds CHF 2 million per calendar year. The thresholds are alternatives. Moreover, remaining below all four thresholds does not exclude professional activity if the general definition is otherwise satisfied.
2) Due Diligence, Organization and Reporting
Under article 8b revised AMLA, advisers must identify their clients and establish and verify the identity of the beneficial owner. They must also determine the subject and purpose of the transaction or service requested by the customer, and the background and purpose of a transaction or service if this is justified in light of the high risks posed by the transaction, the service, or the customer, and document their inquiries so that they can be understood by a knowledgeable third party.
Where a client, transaction or service presents increased risks, enhanced inquiries specified by the applicable self-regulatory organization (SRO) are required. Relevant risk indicators may include complex structures without an apparent economic purpose, connections to high-risk jurisdictions, politically exposed persons, unusually large transaction volumes, mandates accepted without personal contact and implausible information concerning business activities or the source of wealth.
Depending on the circumstances, enhanced due diligence may involve obtaining further information from the client or beneficial owner, consulting reliable public sources and databases, and requesting information from third parties. The adviser must evaluate the plausibility of the information obtained and document the results. The precise procedures, including simplified and enhanced procedures based on the pertaining risk categorization, will be specified in the regulations of the relevant SRO.
These obligations must be performed when the adviser begins the covered activity (see above at 1) on the open question of pitches, preliminary discussions and fee estimates). In the authors‘ view the obligations arise at the latest when the nexus with a concrete covered transaction and the adviser‘s role therein becomes recognizable. There is no transition period for substantive compliance. Advisers carrying out relevant activities must comply from 1 October 2026, including in relation to existing mandates that continue beyond that date.
Article 8d revised AMLA also requires appropriate organizational measures to prevent money laundering, terrorist financing and violations or coercive measures under the Embargo Act. The organization must be proportionate to the nature, size and risk profile of the adviser‘s practice.
In practical terms, firms should establish written policies governing mandate opening, risk classification, ongoing monitoring, suspicious circumstances and internal escalation. The mandate-opening process should determine whether the proposed services are covered, identify the client and beneficial owner, assess risk and record the results. The implemented on-boarding documentation should include identification records, beneficial-ownership information, risk assessments, enhanced inquiries and decisions to continue or terminate a mandate.
Personnel involved in covered advisory services must receive adequate and recurring training. Organizations should designate a person or function responsible for AMLA compliance and establish appropriate internal controls, with the degree of formalization depending on the size, organization and risk profile of the adviser‘s practice. Although particular tasks may be delegated, responsibility for proper compliance remains with the adviser.
Article 9(1ter) revised AMLA generally requires an adviser to report to the Money Laundering Reporting Office Switzerland without delay if the adviser knows or has a well-founded suspicion that relevant assets are connected with money laundering, originate from a felony or qualified tax offense, are controlled by a criminal or terrorist organization or are intended to finance terrorism. The obligation also applies if an adviser terminates negotiations because of such a suspicion. An adviser therefore cannot necessarily avoid reporting merely by withdrawing before accepting the mandate. The adviser may not disclose the report to the affected person or third parties and must provide information requested by the reporting office, subject to the applicable professional-secrecy protections.
The position of attorneys and notaries is notably different. Under article 9(2) revised AMLA, an attorney or notary is required to submit a suspicious activity report only if two cumulative conditions are satisfied: the professional executes a financial transaction in the name or for the account of the client, and the relevant information is not protected by professional secrecy under article 321 of the Swiss Criminal Code. Consequently, attorneys and notaries providing purely advisory services will generally not be required to submit a suspicious activity report. Even where they execute a transaction, professional secrecy may preclude reporting. The same limitation applies to requests from the reporting office for protected information. Compliance controls involving attorneys and notaries must also be conducted by professional peers and structured to protect privileged client information.
An adviser who files a suspicious activity report may terminate the business relationship at any time under article 9b(2bis) revised AMLA. Unlike a financial intermediary, an adviser is not required to observe the statutory waiting period following a report before terminating the business relationship. The prohibition on informing the client about the report nevertheless continues to apply.
3) SRO Membership and Consequences of Non-Compliance
Advisers subject to the new regime must join an SRO under article 14(1) revised AMLA. Membership requires appropriate internal regulations and organization, a good reputation and assurance of compliance from the adviser, its management and its qualified participants. SROs may specialize in particular professions or activities and may establish additional admission requirements.
Advisers already conducting covered activities on 1 October 2026 must apply for SRO membership by 1 December 2026; whereas no new business relationships may be entered into prior to the admission to the SRO. This two-month period applies only to the membership application. The due-diligence, organizational and reporting requirements apply immediately from 1 October 2026.
The SRO will conduct ongoing risk-based supervision and may impose corrective measures and sanctions. Periodic audits conducted by the SRO of attorneys and notaries must respect professional secrecy and be conducted by appropriately qualified peers. Ordinary reviews focus on systems, policies and processes without accessing privileged mandate information. Access to such information is permitted only if there are concrete indications of a violation and the professional-secrecy safeguards are observed.
Providing covered services without SRO membership is punishable under article 44 of the Financial Market Supervision Act. A breach of the reporting obligation is punishable under article 37 AMLA by a fine of up to CHF 500,000 if committed intentionally and CHF 150,000 if committed negligently. SROs may impose warnings, reprimands and contractual penalties under a harmonized sanctions framework.
An adviser who knowingly assists with a transaction involving criminal proceeds may also face prosecution for complicity in money laundering or participation in the underlying offense. Formal compliance with the AMLA does not provide a safe harbor against criminal liability.
4) Assessment
In the authors‘ view, the broad wording of some of the definitions and advisory activities subject to the revised AMLA will lead to considerable need for clarification in practice. There were also quite significant changes made to the – even broader and more vague – initial text proposed by the Swiss Federal Council. Unfortunately, there is very little evidence of the reasoning behind these changes; albeit due to their effect of limiting the scope of application of the AMLA, these changes are very welcome from a practical perspective. All these factors combined with the short period of time prior to its entry into effect resulted in quite some challenges for advisers during the summer of 2026.
According to information published by certain SROs, the questions regarding the definition of activities that give rise to a mandatory membership requirement do not fall within the jurisdiction of the SROs and a corresponding body of case law has not yet been established. To mitigate this, the SROs are currently working with the State Secretariat for International Finance (SIF) to develop guidance on membership requirements. Such guidance is more than welcome and hopefully clarifies some of the difficult questions that advisers currently have to answer themselves.
Alexander Wherlock (alexander.wherlock@homburger.ch)
Benjamin Leisinger (benjamin.leisinger@homburger.ch)