From October 2026, a paradigm shift will come into effect in Switzerland: for the first time, a central transparency register for beneficial owners of legal entities will be established. Companies will be obliged to disclose their ownership and control structures to the authorities. At the same time, advisers – in particular solicitors and notaries – will be subject to the Money Laundering Act when carrying out certain structuring activities. The reforms are primarily intended to strengthen the fight against money laundering and terrorist financing, but they entail significant new compliance obligations for the companies and advisers concerned. What does this mean in practice for board members, managing directors and those in advisory professions? And where do the new liability and compliance risks lie? We provide an overview.
With the Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG), Switzerland is establishing, for the first time, a central, nationwide transparency register. This central, federal transparency register is maintained by the Federal Administration and is accessible only to certain authorities and financial intermediaries under defined conditions. At the same time, the amendment to the Federal Act on Combating Money Laundering and the Financing of Terrorism (Money Laundering Act, GwG, SR 955.0) comes into force, extending its scope to cover certain structuring activities carried out by lawyers and notaries. The aim of both reforms is to close transparency gaps in complex corporate and asset structures and to implement international standards – in particular those of the Financial Action Task Force (FATF, Recommendation 24). The authorities are to be granted rapid, reliable and standardised access to information on beneficial owners via the transparency register. This increased transparency is intended, in particular, to facilitate the fight against money laundering, terrorist financing and complex economic crime, and to close existing transparency gaps in corporate and shareholding structures.
From a legal perspective, this represents a twofold shift in the system: on the one hand, transparency regarding beneficial owners is being transferred from the ad hoc verification regime applied by financial intermediaries to a structural obligation under company law. On the other hand, the anti-money laundering prevention system is being extended to advisory activities not previously subject to it, provided these have a structuring or administrative effect.
The Transparency Register: Systematic Classification
- Obligation to organise under company law
The TJPG obliges legal entities under private law, such as public limited companies (AG), limited liability companies (GmbH), co-operatives, investment companies, foundations, associations, as well as certain foreign legal entities whose effective management is based in Switzerland or which own property in Switzerland, to actively identify, verify and report their beneficial owners to a central register. The inclusion of foreign structures with effective management or property interests in Switzerland prevents circumvention through offshore or shell company arrangements.
Legally, this is to be classified as a separate organisational obligation on the part of the company. The obligation is not limited to the formal receipt of self-declarations, but requires appropriate due diligence and plausibility checks (the ‘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, management, Board of Trustees). Failure to report or providing incorrect information may result in administrative measures and criminal sanctions.
- The concept of the beneficial owner
The concept is based on the definition already established in the Anti-Money Laundering Act (AMLA). The beneficial owner is the natural person who ultimately exercises ownership or control, typically through a holding of 25 per cent or more, or through comparable means of control. A key legal principle is that it is not merely formal shareholdings that are decisive, but the actual power of control. What is decisive is substantive control (‘ultimate beneficial ownership’), not the intermediate stage under civil law. If no such person can be identified, the highest management bodies must be reported instead (subsidiary solution). The necessary details include, at a minimum, the full first name and surname, date of birth, nationality, place of residence and nature of the influence exercised within the legal entity.
New AMLA coverage for advisory and structuring activities
Under the AMLA amendment, advisers – in particular solicitors and notaries – will in future be subject to anti-money laundering due diligence obligations if they carry out professional activities that:
- are aimed at the design or structuring of corporate or asset structures,
- enable the establishment or administration of legal entities,
- involve board, fiduciary or nominee functions,
- provide a domicile or registered office,
- or are objectively likely to make it more difficult to identify beneficial owners.
The extension of the scope of the Anti-Money Laundering Act raises fundamental questions, particularly with regard to legal professional privilege (Art. 13 of the Federal Act on the Free Movement of Lawyers, BGFA, SR 935.61; Art. 321 of the Swiss Criminal Code, StGB, SR 311.0). Professional secrecy protects all information entrusted to a lawyer in the course of their professional activities or which comes to their knowledge in that context. It serves not only to protect the client as an individual, but is also an institutional prerequisite for the proper administration of justice.
The legislature takes this tension into account by structuring the scope of the Anti-Money Laundering Act (GwG) not on the basis of status but on the basis of activity. Pure legal advice, forensic work and representation in court or administrative proceedings remain exempt. It is only when the lawyer functionally engages in structuring, administrative or asset-related activities – that is, assumes a role that is economically comparable to that of a financial intermediary – that the scope of the Act applies. In legal theory, this can be described as a distinction between ‘the exercise of legal functions’ and ‘economic involvement’: as long as the lawyer’s core activities consist of providing legal advice or enforcing the law, professional secrecy takes precedence. If, on the other hand, they assume organisational or structuring functions in commercial transactions, the preventive purpose of money laundering legislation comes to the fore.
Relationship between the Transparency Act and the amended Anti-Money Laundering Act (AMLA)
The Transparency Act itself does not establish a separate obligation for lawyers or notaries to comply with the AMLA. The reporting obligation applies to the legal entity. However, the register has an indirect impact on due diligence practices under money laundering law, as it represents an additional, albeit not solely sufficient, source of information. This results in a two-tier system:
- Primary responsibility of the company for accurate register filings
- Independent due diligence obligations of those subject to the AMLA when accepting a mandate and during the business relationship
The Transparency Register does not replace risk-based assessment. Financial intermediaries and regulated advisers must not rely blindly on information from the register, but must always verify for themselves any information they receive or obtain.
Sanctions and directors’ liability
Breaches of reporting obligations may result in fines and administrative measures. It is particularly relevant for directors that transparency obligations form part of the general duty of organisation and supervision. If they fail to implement appropriate internal controls or do not update register details in a timely manner, they may be held personally liable. Where entities are subject to the Anti-Money Laundering Act (AMLA), there is also a risk of supervisory measures, disciplinary consequences and criminal sanctions in the event of intentional or grossly negligent breaches of duty.
Practical implications for companies
Companies must establish processes for identifying beneficial owners, define responsibilities, ensure documentation and updates, monitor reporting deadlines, and adapt their governance and compliance systems. Holdings structures, international chains of shareholdings and domiciliary companies are particularly affected. In these cases, the burden of verification and documentation increases considerably.
Practical implications for advisers
Advisers (i.e. solicitors and notaries) must systematically classify their activities: Is the activity purely advisory? Or does it involve structural, administrative or organisational intervention? As soon as an activity subject to reporting requirements is involved, lawyers and notaries are, in principle, also subject to the obligation to report to MROS in the event of reasonable suspicion of money laundering. However, it must be carefully assessed whether, and to what extent, legal professional privilege precludes a report, or whether a statutory exception applies.
Professional secrecy is only set aside where the lawyer is not acting in their traditional capacity as a defence counsel or adviser, but is functionally acting as a financial intermediary. In borderline cases, the classification of the specific activity will be decisive. This highlights the importance of a clear internal classification of activities and documentation.
As soon as the Anti-Money Laundering Act (GwG) applies, the standard due diligence obligations must be implemented: identification of the contracting party, determination of the beneficial owner, risk analysis, documentation and, where necessary, reporting of suspicions to the MROS.
This applies in particular to:
- Domiciliation services
- Board mandates
- structuring corporate advisory services
- Involvement in complex restructuring
Criticism and outstanding issues
During the consultation process, discussions focused in particular on the lack of public access to the register, the compatibility of AMLA coverage with legal professional privilege, and the additional administrative burden on SMEs. Criticism was also levelled at the fact that the transparency register could increase the administrative burden without being directly accessible to the public, and that reporting obligations for advisers could go beyond the original concept.
The tension between preventive law and professional secrecy remains a key legal issue. The legislature is attempting to resolve this through activity-based, rather than status-based, regulation. Activity-based regulation represents an attempt to strike a proportionate balance between the state’s interest in prevention and the protection of lawyers’ independence. Whether this distinction can be applied with sufficient clarity in practice or whether it will lead to uncertainties regarding its application will only become apparent during implementation and in future case law.
The tension between the duty of transparency, the duty to report and professional secrecy also touches upon constitutional guarantees, not least the freedom to conduct business (Art. 27 of the Federal Constitution, FC) as well as the rights of the defence and the right to a fair trial (Art. 29 et seq. FC; Article 6 of the European Convention on Human Rights, ECHR).
Conclusion and Outlook
With the Transparency Act and the parallel revision of the Anti-Money Laundering Act (AMLA), Switzerland is undergoing a regulatory paradigm shift: transparency is becoming a structural social obligation – and the scope of anti-money laundering measures is being functionally expanded. The reforms strengthen Switzerland’s international position as a business centre – yet at the same time they significantly increase the regulatory responsibilities of all stakeholders. Companies, boards of directors and the advisory professions should use the transition period until October 2026 to review their governance structures, adapt client acceptance processes, implement internal guidelines and conduct training.
Sources
- Draft Ordinance on the Transparency of Legal Entities (TJPV)
- Explanatory report on the opening of the consultation process
- Press release of 15 October 2025: Federal Council opens consultation on ordinances on the transparency of legal entities and the combating of money laundering and terrorist financing
- Message on the Federal Act on the Transparency of Legal Persons and the Identification of Beneficial Owners
- FATF Recommendation 24 (Transparency and Beneficial Ownership of Legal Persons)