From October 2026, a paradigm shift will take place in Switzerland: for the first time, a central transparency register for beneficial owners of legal entities will be created. Companies are obliged to disclose their ownership and control structures to the authorities. At the same time, advisors, in particular lawyers and notaries, will be subject to the Anti-Money Laundering Act for certain structuring activities. The reforms are primarily intended to strengthen the fight against money laundering and the financing of terrorism, but bring with them considerable new compliance obligations for the companies and advisors concerned. What does this mean in concrete terms for board members, managing directors and advisory professions? And what are the new liability and compliance risks? We categorise.
With the Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), Switzerland is creating a centralised, nationwide transparency register for the first time. This centralised, federal transparency register is managed by the Federal Administration and is only accessible to certain authorities and financial intermediaries under defined conditions. At the same time, the revision of the Federal Act on Combating Money Laundering and Terrorist Financing (Anti-Money Laundering Act, AMLA, SR 955.0) comes into force, which extends the scope of application to certain structuring activities of lawyers and notaries. The aim of both reforms is to close transparency gaps in complex company and asset structures and to implement international guidelines – in particular those of the Financial Action Task Force (FATF, Recommendation 24). The transparency register should provide authorities with rapid, reliable and standardised access to information on beneficial owners. The increased transparency should in particular facilitate the fight against money laundering, terrorist financing and complex white-collar crime and close existing transparency gaps in company and shareholding structures.
Dogmatically, this is a double system shift: on the one hand, transparency regarding beneficial owners is being transferred from a selective audit regime for financial intermediaries to a structural obligation under company law. On the other hand, the prevention system under money laundering law will be extended to advisory activities that were previously not subject to it, insofar as these have a structural or administrative effect.
The transparency register: systematic categorisation
- Organisational duty under company law
The TJPG obliges legal entities under private law such as public limited companies (AG), limited liability companies (GmbH), cooperatives, investment companies, foundations, associations, but also certain foreign legal entities whose effective management is located in Switzerland or which own real estate in Switzerland, to actively identify, verify and report their beneficial owners to a central register. The inclusion of foreign structures with effective management or real estate in Switzerland prevents circumvention arrangements through offshore or shell structures.
In legal terms, this must be qualified as an independent organisational obligation of the company. The obligation is not limited to the formal acceptance of self-disclosures, but requires appropriate clarifications and plausibility checks (“know-your-owner” principle). This makes transparency regarding ownership and control structures an integral part of legal compliance under company law. Responsibility lies with the governing bodies (Board of Directors, Executive Board, Board of Trustees). Failure to report or incorrect reporting can result in administrative measures and criminal sanctions.
- Concept of the beneficial owner
The term is based on the definition already established in the AMLA. The beneficial owner is the natural person who ultimately exercises ownership or control, typically from a shareholding of 25 % or through comparable control options. From a dogmatic point of view, it is not only formal shareholdings that are decisive, but the actual power of control. The decisive factor is material control (“ultimate beneficial ownership”), not the intermediate level under civil law. If no such person can be identified, the highest management bodies must be reported instead (subsidiary solution). The required information includes at least the full first name and surname, date of birth, nationality, place of residence and type of influence in the legal entity.
New MLA subordination for advisory structuring activities
With the revision of the AMLA, advisors, in particular lawyers and notaries, will in future be subject to due diligence obligations under money laundering law if they carry out professional activities that:
- are aimed at the organisation or structuring of corporate or asset structures,
- enable the establishment or management of legal entities,
- include board, trustee or nominee functions,
- provide a domicile or registered office,
- or are objectively suitable for making it more difficult to identify beneficial owners.
The extension of the MLA subordination raises fundamental questions, particularly with regard to the professional secrecy of lawyers (Art. 13 of the Federal Act on the Free Movement of Lawyers, FMAA, SR 935.61; Art. 321 of the Swiss Criminal Code, SCC, SR 311.0). Professional secrecy protects all information that is entrusted to or becomes known to the lawyer in the course of his professional activities. It not only serves to protect the individual client, but is also an institutional prerequisite for the functioning of the administration of justice.
The legislator takes account of this area of conflict by structuring the MLA subordination not in terms of status, but in terms of activity. Pure legal advice, forensic work and representation in court or official proceedings remain privileged. Only when the lawyer functionally enters into a structuring, administrative or asset-related activity – i.e. assumes a role that is economically comparable to that of a financial intermediary – does the subordination apply. Dogmatically, this can be described as a distinction between the “administration of justice” and “economic involvement”: as long as the lawyer is essentially providing legal advice or enforcing the law, professional secrecy is paramount. If, on the other hand, they take on organisational or structuring functions in commercial transactions, the preventive interest of money laundering law becomes more prominent.
Relationship between the Transparency Act and the revised AMLA
The Transparency Act itself does not establish any independent AMLA subordination of lawyers or notaries. The reporting obligation applies to the legal entity. However, the register does have an indirect effect on due diligence practices under anti-money laundering law, as it represents an additional, albeit not solely sufficient, source of information. This creates a two-tier system:
- Primary responsibility of the company for correct register notifications
- Independent due diligence obligations of AMLA subordinates when accepting mandates and entering into business relationships
The transparency register does not replace a risk-based audit. Financial intermediaries and subordinated advisors may not blindly rely on register information, but must always verify the information they receive or obtain themselves.
Sanctions and responsibility of governing bodies
Violations of reporting obligations can result in fines and administrative measures. It is particularly relevant for board members that transparency obligations become part of their general organisational and monitoring duties. If they fail to carry out appropriate internal controls or fail to update register information in a timely manner, they may be personally liable. In the case of AMLA subordination, there is also the threat of supervisory measures, disciplinary consequences and criminal sanctions in the event of wilful or grossly negligent breaches of duty.
Practical implications for companies
Companies must establish their processes for identifying beneficial owners, define responsibilities, ensure documentation and updating, monitor reporting deadlines and adapt governance and compliance systems. Holding structures, international investment chains and domiciliary companies are particularly affected. Here, the clarification and documentation effort increases considerably.
Practical implications for advisors
Consultants (i.e. lawyers and notaries) must systematically categorise their activities: Is it purely advisory work? Or do they intervene in a structuring, administrative or organisational capacity? As soon as there is an activity subject to mandatory reporting, lawyers and notaries are generally also subject to the obligation to report to MROS if there is reasonable suspicion of money laundering. However, it must be carefully examined whether and to what extent the attorney-client privilege precludes a report or whether a legal exemption applies.
Professional secrecy only recedes where the lawyer is not acting in his traditional defence or advisory capacity, but is acting functionally as a financial intermediary. In borderline cases, the qualification of the specific activity will be decisive. This increases the importance of a clear internal classification of activities and documentation.
As soon as an AMLA subordination takes effect, the classic due diligence obligations must be implemented: Identification of the contracting party, determination of the beneficial owner, risk analysis, documentation and, if necessary, reporting suspicions to MROS.
This applies in particular:
- Domicile offers
- executive mandates
- Structuring corporate advice
- Participation in complex reorganisations
Criticism and open questions
The lack of public accessibility of the register, the compatibility of the MLA subordination with attorney-client privilege and the additional administrative burden for SMEs were discussed in the consultation process. It was also criticised that the transparency register could increase bureaucracy without being directly accessible to the public and that reporting obligations for advisors could go beyond the original concept.
The tension between preventive law and professional secrecy remains dogmatically relevant. The legislator is attempting to resolve this through an activity-related, not status-related, subordination. The activity-related subordination represents an attempt to create a proportionate balance between the state’s interest in prevention and the protection of lawyers’ independence. Only enforcement and future case law will show whether this differentiation can be handled with sufficient clarity in practice or whether it will lead to delimitation uncertainties.
The tension between the duty of transparency, the duty to report and professional secrecy also affects constitutional guarantees, in particular economic freedom (Art. 27 of the Federal Constitution, FC) as well as the rights of defence and the right to a fair trial (Art. 29 ff. FC; Art. 6 of the European Convention on Human Rights, ECHR).
Conclusion and outlook
With the Transparency Act and the parallel revision of the AMLA, Switzerland is undergoing a regulatory paradigm shift: transparency is becoming a structural duty of society – money laundering prevention is being functionally expanded. The reforms strengthen Switzerland’s international position as a business centre – but at the same time they significantly increase the regulatory responsibility of all parties involved. Companies, boards of directors and advisory professions should use the transition period until October 2026 to review their governance structures, adapt mandate acceptance processes, implement internal guidelines and carry out training.
Sources
- Draft of the Ordinance on the Transparency of Legal Entities (TJPV)
- Explanatory report on the opening of the consultation procedure
- Media release dated 15 October 2025: Federal Council opens consultation on ordinances on the transparency of legal entities and combating money laundering and terrorist financing
- Dispatch on the Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners
- FATF Recommendation 24 (Transparency and Beneficial Ownership of Legal Persons)