Money laundering in Switzerland: New obligations for the adviser

I) Introduction

On 26 September 2025, the Swiss Parliament adopted the latest revision of the country’s anti–money laundering (AML) framework, a reform process that had begun in the summer of 2023. This legislative overhaul reflects the Federal Council’s intention to align the national regulatory regime with international standards – in particular those of the Financial Action Task Force (FATF) – ahead of Switzerland’s fifth mutual evaluation scheduled for 2026–2027.

The government’s initial proposal consisted of two distinct components: first, the creation of a federal register of beneficial owners of legal entities through the new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (LETA); and second, a series of substantial amendments to the Anti–Money Laundering Act (AMLA), most notably the extension of its scope to “advisers,” including lawyers and notaries.

It is this latter aspect that proved most controversial. Initially included in the government’s package, the reform was separated from the broader bill by the Council of States in December 2024 for independent consideration (“Project 2”). Unexpectedly, both pieces of legislation, the LETA and the revised AMLA, were ultimately adopted together in the final parliamentary vote in September 2025, marking a decisive step in completing Switzerland’s AML framework.

The original draft was significantly scaled back by the Council of States in June 2025, following the report of the Legal Affairs Committee dated 15 May 2025. As a result, only advisory activities presenting a high risk of money laundering will now fall within the scope of the revised law.

From the outset, the new AMLA (“nAMLA”) stands out for the many uncertainties it raises, particularly regarding the extent of its application and the scope of the obligations it imposes on lawyers and notaries, notably in relation to professional secrecy.

The entry into force of the nAMLA has not yet been set but is expected around mid-2026, allowing the FATF to take it into account in its next mutual evaluation of Switzerland. On 15 October 2025, the Federal Council opened the public consultation on the implementing ordinances, including the revised Anti–Money Laundering Ordinance (“nAMLO”).

While this reform has already been widely commented upon, the purpose of this article is not to offer yet another general critique, nor to assess its international acceptance, but rather to examine, from a practical standpoint, the specific provisions to which advisers, particularly lawyers and notaries, will now be subject. Accordingly, the analysis will focus exclusively on the amendments made to the AMLA, leaving aside the new register of beneficial owners. References will be made, where appropriate, to the Federal Council’s Message and the Explanatory Report on the implementing ordinances.

II) The new status of adviser under the anti–money laundering framework

The amendment to Article 2 paragraph 1 letter c of the revised Anti–Money Laundering Act (nAMLA) introduces a new legal category, that of the “adviser.” Under paragraph 1, the nAMLA now applies to three categories of persons: financial intermediaries (letter a), dealers (letter b), and, newly, advisers (letter c).

An adviser is defined as any natural or legal person who, on a professional basis, participates on behalf of third parties in financial transactions, including the organization of funds, in connection with certain specific legal operations (as detailed below).

The legislative text leaves uncertain the degree of involvement required for a professional to fall within the scope of the law, despite the clarifications attempted in the draft ordinance. The new wording departs from the Federal Council’s initial proposal, which targeted advisory activities undertaken with a view to preparing or executing operations relating to specific activities, regardless of whether a financial transaction was ultimately carried out. The version adopted by Parliament could therefore be interpreted as excluding professionals who, for instance, advise clients on the creation of a company but do not themselves take part in the subsequent transfer of assets. This wording introduces a notable element of legal ambiguity.

At this stage, the only clear point is that, unlike in the case of financial intermediaries, the adviser’s power of disposal over third-party assets is not the decisive criterion for determining whether the activity falls under the scope of the AMLA.

This approach is not entirely new, as it already applies to the category of dealers, for whom the criterion of having power of disposal over third-party assets is likewise not decisive.

According to the Federal Council’s Message, “limiting the scope of the AMLA to financial intermediation or to situations in which a person can dispose of a third party’s assets would no longer allow for an effective fight against money laundering and, consequently, against organized crime, especially since neither money laundering itself, nor the relevant international recommendations, nor the legislation of other jurisdictions make such a distinction. Criminals constantly seek new ways to circumvent existing preventive measures against money laundering and terrorist financing. Given the regulatory gap between the financial and non-financial sectors, they increasingly resort to the services of the latter for money-laundering purposes.”

Based on the work of the Legal Affairs Committee and the draft implementing ordinance, the notion of “participation” encompasses any activity that constitutes a causal contribution to a targeted legal operation, that is, an activity without which the transaction could not be completed.

More generally, the activities falling within the scope of the AMLA involve assisting a client in the preparation or execution of a transaction. The preparatory phase may include consultancy services, for example, providing advice on the choice of an appropriate legal structure, as well as drafting or reviewing legal or accounting documents related to the contemplated transaction, such as a real estate sale contract, the articles of incorporation of a holding company, the preparation of interim financial statements, or the due diligence review of documents, insofar as these services relate to one of the operations listed under letters (a) to (e) of the statutory provision.

Furthermore, the registration of an entity in an official register, as well as the opening of a bank account, both fall within the scope of the new AMLA. The operation concerned may also involve any form of transformation or transfer of assets. In our view, it does not necessarily presuppose the existence of a direct financial flow; it may also cover purely preparatory legal acts, such as the incorporation of a company to which assets will subsequently be transferred without the adviser’s direct involvement.

Moreover, the adviser’s activity must be connected to a specific legal transaction. Purely theoretical clarifications or abstract legal analyses that are not demonstrably linked to an actual contemplated transaction do not fall within the scope of the law. Where the advice is limited to isolated aspects of a transaction, without substantially contributing to its preparation or execution, it will generally not trigger the AMLA obligations. For instance, merely providing a legal opinion on the admissibility of a contractual obligation does not constitute a covered activity. By contrast, drafting the corresponding contractual clause amounts to direct assistance in the completion of the transaction and therefore falls within the scope of the legislation.

Also, the scope of application is defined based on the nature of the activity rather than the professional category of the person concerned – unlike the Federal Council’s initial draft, which specifically targeted lawyers (whether subject to the FMLA or not), notaries, independent legal practitioners, and auditors or accountants acting independently. Consequently, any person who performs such activities on a professional basis – that is, with sufficient regularity and scope – will be subject to the obligations under the anti–money laundering framework, provided that the activity qualifies as professional.

Persons covered by the provision may carry out their advisory work either in their own name and for their own account or within a legal structure such as a law firm or fiduciary company, provided that this entity offers services to third parties in the relevant fields of activity. Conversely, individuals performing their work within a company and for that company’s benefit only – without providing advisory services to external third parties, such as members of a company’s in-house legal or accounting department – are not covered. The same applies to employees of a company who provide services to other entities within the same corporate group (Art. 2 para. 3 draft AMLO).

The obligation to comply arises as soon as the adviser accepts a mandate relating to one of the activities defined under letters (a) to (e) of Article 2 paragraph 3bis nAMLA, provided that the adviser falls within the material scope of the law and acts on a professional basis.

III) Which legal transactions fall within the scope of the Anti–Money Laundering Act for the adviser?

The revised Anti–Money Laundering Act (nAMLA) extends its scope to a new category of specific activities explicitly listed by the law. These activities include:

• the sale or purchase of real estate (letter a);
• the creation or formation of a non-operational legal entity whose registered office is in Switzerland, or of a legal entity whose registered office is abroad (letter b);
• the management or administration of a non-operational legal entity (letter c);
• the capital contributions to, or distributions from, a non-operational legal entity (letter d); and
• the sale or purchase of a legal entity where the transaction occurs through a non-operational legal entity (letter e).

The term non-operational legal entities encompasses legal persons, companies, institutions, foundations, trusts, fiduciary enterprises, or similar arrangements that are not established or managed for the purpose of carrying out or supporting the operational activities of a business or group, in particular, domiciliary companies.

Under Article 6 paragraph 2 of the AMLO, domiciliary companies are defined as “legal entities, companies, institutions, foundations, trusts, fiduciary undertakings and similar associations that do not engage in commercial or manufacturing business or other business conducted in a commercial manner.”

It should be noted that the concept of a non-operational entity is new to Swiss legislation, and its interpretation by the courts and by FINMA remains to be seen. Once again, this introduces a new element of legal uncertainty.

From a practical perspective, this classification may prove challenging. It can be difficult to determine the nature of a company’s activities at the time of its formation – precisely the moment when due diligence obligations apply. Moreover, a company’s commercial purpose and operations may evolve throughout its lifecycle. Even minimal operational activity could allow circumvention of the new regulation. One may also question whether the FATF will accept Switzerland’s selective approach, which excludes Swiss operational companies, given that any operational company may serve as a vehicle for money laundering, particularly in corruption cases.

Additionally, Article 2 paragraph 3ter nAMLA also brings within the law’s scope activities consisting of providing a legal entity with an address or premises to serve as its registered office or domicile for a period exceeding six months. This applies to all types of legal entities, including, although rarely in practice, operational Swiss or foreign companies.

a) The purchase and sale of real estate

In detail, the first category covers any advisory activity aimed at preparing or executing a real estate transaction (sale or purchase). This includes the drafting or negotiation of a preliminary sale agreement, a sale contract, or the conclusion of an asset deal or a share deal when the operation concerns a stake in a real estate company or results in the transfer of ownership of real property.

The definition of “real estate” follows that of the Swiss Civil Code (Art. 655 para. 2 CC). Real estate thus includes parcels of land and the buildings thereon, distinct and permanent rights registered in the Land Register, mines, and co-ownership shares in real property.

According to the draft Anti–Money Laundering Ordinance (Art. 12 para. 2 draft AMLO), the following operations are also covered:

a. legal acts that produce the same economic effects as a transfer of ownership on the power of disposal over real property;

b. the creation of private-law easements or the imposition of public-law restrictions on property rights, where such measures permanently and materially limit the property’s use or reduce its market value and give rise to compensation;

c. the transfer of shares in real estate companies;

d. capital gains resulting from land-use planning measures under the Federal Spatial Planning Act of 22 June 1979.

Furthermore, the real estate transaction must involve consideration, including in the form of an exchange. Transactions without consideration – such as gifts or inheritances – as well as operations carried out within the context of divorce settlements or inheritance agreements between the directly concerned persons (e.g., between spouses) are excluded. However, given the wording adopted by Parliament in Article 2 paragraph 4ter letter (a) nAMLA (specifically the use of the conjunction “or”), some uncertainty remains as to whether a gift of real property to non-related persons within the meaning of the FinIO could fall within an exception (see below).

Finally, the advice must relate to a specific real estate transaction contemplated by the client. General real estate advice, as well as legal assistance in disputes following the transaction (for instance, actions for defects in the property), fall outside the scope of the law.

Numerous uncertainties nonetheless persist regarding the exact scope of this provision. For example, it remains unclear whether the mere drafting of a general contractor agreement by a lawyer, in connection with a plot simultaneously acquired by the developer, could be deemed a covered activity. Similarly, the sale of shares in a property management company holding a portfolio of real estate should, in principle, fall within the scope of the Act, even if the company in question has an evidently operational character.

b) The creation or formation of a non-operational legal entity

This category primarily targets trusts, family foundations, and domiciliary companies, regardless of whether the structure is established in Switzerland or abroad. The activities concerned encompass all steps necessary for the creation of a non-operational legal entity – including advisory services on its structuring and the drafting of constitutive documents such as the trust deed, foundation deed, or the review of articles of association.

Also covered are the issuance of legal opinions in the context of a due diligence process when these relate to a specific transaction, insofar as the verifications carried out form part of the preparatory steps directly linked to the execution of that transaction.

In addition, the scope of application extends to activities relating to the structure or administration of a non-operational legal entity, particularly those connected to its funding sources (equity or debt), as well as to registration formalities before official authorities, such as the Commercial Register, the VAT register, or the transparency register.

Furthermore, the formation of operational companies abroad also falls within the scope of the Act. This raises the question of what exactly should be understood by “abroad” – whether it refers to the location of the company’s registered office, its place of effective management, or its jurisdiction of incorporation. The law could, in practice, be circumvented through the establishment of an operational company formally incorporated in Switzerland but managed from abroad through nominee directors.

It should also be noted that if the adviser additionally provides payment-related services – for example, transferring funds from their professional account – they will be deemed to act as a financial intermediary and be subject to the corresponding AML obligations.

c) The management or administration of a non-operational legal entity

An adviser is also subject to the Anti–Money Laundering Act (nAMLA) when preparing or executing a transaction related to the management or administration of a non-operational legal entity. According to the Federal Council’s Explanatory Report, two key criteria help delineate the scope of activities falling under letter (c):

First, the relevant activity must concern the legal structure itself, rather than its operational business. Accordingly, the adviser is subject to the Act when preparing a transaction linked to the “life of the entity,” such as the appointment, replacement, or determination of the powers of its governing bodies or persons performing equivalent functions. Examples include modifying the beneficiaries of a trust or reorganizing shareholdings within a corporate group (subject to certain exceptions noted below). Conversely, advice concerning the entity’s operational activities, for example, employment law or social security matters, does not fall within the scope of the law. Likewise, bookkeeping, auditing, or account verification services are generally covered, provided that such activities are performed professionally by the person concerned.

Second, the covered activity must be linked to a transaction or financial flow, that is, a transfer of assets or a legal act resulting in a modification of the entity’s structure. Merely appointing a director or authorized signatory (including registration in the Commercial Register) does not, as a rule, trigger AMLA obligations. Similarly, assistance in the conclusion of a shareholders’ agreement may be relevant only if it involves a transfer of assets or a restructuring of a domiciliary company. Conversely, purely legal advice limited to the negotiation or drafting of a management agreement, without an associated transaction, falls outside the Act’s scope.

As noted above, general legal advice on the management or administration of a non-operational entity – when not tied to a contemplated transaction – is not covered.

In light of the above, the boundaries of this provision remain ambiguous and subject to broad interpretation, particularly regarding activities related to domiciliary companies. Uncertainty persists, for instance, as to whether certain interventions – such as reviewing an investment agreement or preparing a portfolio management mandate with an external asset manager – should be considered activities falling within the scope of the law.

Finally, acting as a body of a domiciliary company, as a trustee, or as a member of a foundation board is explicitly excluded. Such mandates are, under the current legal framework, deemed financial intermediary activities within the meaning of Article 6 paragraph 1 letter (d) of the AMLO.

d) Contributions and distributions of a non-operational legal entity

The organisation of contributions refers to the financing of a non-operational legal entity, whether through equity or debt capital. The covered activity may therefore consist in advising or assisting a client in opening bank accounts for the deposit of share capital, or in arranging a loan or capital increase.

The preparation of the necessary documentation – such as resolutions of the general meeting, board of directors’ decisions, or meeting minutes – also falls within the scope of the provision.

Similarly, the distribution of assets from a trust or family foundation, as well as dividend payments to the shareholders of a domiciliary company, are covered activities under this category.

e) The sale or purchase of a non-operational legal entity

An activity consisting in preparing or executing the sale or purchase of a legal entity is subject to the AMLA when the transaction is carried out through a non-operational legal entity. This notably includes the transfer of underlying companies held by a trust, even when those companies conduct operational activities. Accordingly, any legal act that directly or indirectly results in the transfer of a controlling interest in the entity falls within the scope of the provision.

The separate transfer of intangible assets belonging to an entity, such as the assignment of a lease agreement or intellectual property rights, is likewise covered.

In addition, the transformation of an entity that does not result in the creation of a new legal entity may also fall under the AMLA’s scope.

f) Domiciliation activity

The domiciliation activity consists in providing an address or premises to serve as the registered office of an entity, such as a company, foundation, or trust. This activity must be carried out on a professional basis – that is, with the purpose of generating a regular income – and must primarily involve the provision of an address which the service provider knows is intended to serve as the entity’s registered seat.

Ancillary services may also be offered, such as providing office space, handling or forwarding correspondence, or call forwarding. In most cases, the address offered will correspond to the adviser’s own business address.

The mere rental of a property to a company, however, is not sufficient to trigger AMLA obligations, since the purpose of the landlord’s service is generally not to provide an address for use as a registered seat, but rather to grant the right of use over real estate.

IV) Exceptions to the anti-money laundering regime applicable to the adviser

First and foremost, lawyers and notaries who act within the context of judicial, criminal, administrative, or arbitral proceedings are expressly excluded from the scope of the Anti-Money Laundering Act (nAMLA). This exemption also covers representation in such proceedings, as well as advice related to the preparation or execution of proceedings, the clarification of facts, assessment of litigation risks, strategies to prevent disputes, or the implementation of procedural outcomes.

This exemption thus clearly targets the so-called “judicial” activities of lawyers. However, it is important to distinguish between the “typical” professional activities of a lawyer – those inherent to the legal profession and protected by attorney–client privilege – which include legal advice, drafting of legal documents, and representation before authorities (see Federal Supreme Court Decision ATF 135 III 410), and “atypical” activities of a more commercial or administrative nature, such as acting as a director, wealth manager, or escrow agent (see REISER/VALTICOS, Les règles professionnelles et les activités atypiques de l’avocat inscrit au barreau, SJ 2015, p. 191).

While such atypical activities (e.g., domiciliation of companies) remain subject to the AMLA, typical legal activities have so far been exempt. However, under the nAMLA, certain services traditionally offered by lawyers may now fall within its scope. For instance, advising on the sale of a domiciliary company or real estate will be subject to due diligence obligations under the anti–money laundering framework. Conversely, for typical legal activities, lawyers are under no obligation to file a suspicious activity report (SAR) with MROS (see below).

Furthermore, advisers authorised or supervised by the Federal Audit Oversight Authority (FAOA) in connection with their auditing or assurance work are also excluded. This distinction aims to separate activities performed by accounting professionals as a corporate body from those performed as external service providers. Only the latter category remains subject to AMLA due diligence obligations.

Article 2 paragraph 4ter of the nAMLA also provides specific exemptions from the law’s scope where the risk of money laundering or terrorist financing is deemed low. These include, in particular:

• transactions involving real estate or legal entities governed by family law, matrimonial law, inheritance law, or donation law, or transactions between related parties within the meaning of Article 2 paragraph 2 letter a FinIA (see Article 4 FinIO, which notably covers transactions between economically related parties, such as entities within the same group, as well as relatives and in-laws up to the fourth degree, spouses, partners, and co-heirs);
• transfers of real estate or legal entities valued below CHF 5 million, provided that the purchase price is paid and received exclusively through banks or other financial intermediaries subject to the AMLA;
• the purchase of residential property in Switzerland for own use (i.e., owner-occupied and not intended for investment purposes) or as replacement property within the meaning of Article 12 paragraph 3 letter e of the Federal Act on the Harmonisation of Direct Taxation at Cantonal and Communal Levels (FTHA, 14 December 1990);
• activities performed as a corporate body for operational entities, public-interest foundations, or operational associations based in Switzerland;
• the creation of a foundation upon death (mortis causa);
• and document authentication that does not involve any ancillary advisory service.

The law explicitly states that the creation of a foundation upon death (presumably within the meaning of Article 493 of the Civil Code) is excluded from the AMLA’s scope. In our view, the same logic should apply to the creation of a testamentary trust and to any type of foundation, including maintenance foundations.

From the foregoing, it is clear that lawyers or notaries who draft a will, a divorce agreement, or a maintenance contract, or who advise clients on their rights and obligations in these areas, are not subject to the new Anti-Money Laundering Act.

However, questions arise in borderline cases – for instance, what about an executor of a will required to sell a property to a third party?

Similarly, most trusts contain succession or matrimonial elements. Should a lawyer advising a trustee in the liquidation of a trust with a testamentary purpose be considered subject to the Act? These examples illustrate the complexity of distinguishing between activities that fall within and those excluded from the AML framework.

Moreover, where part of a lawyer’s or adviser’s activity falls within the scope of the law while another part is exempt, it will often be difficult to draw a clear line. In such cases, lawyers and notaries would be well advised to subject their entire practice to the nAMLA as a precaution. This, however, does not resolve the sensitive issue of reporting obligations to MROS in situations covered by professional secrecy (see below).

Additionally, while the implementing ordinance was expected to clarify the thresholds for determining when an adviser is deemed to carry out professional activity – for instance, based on annual income from advisory services or the number of mandates accepted in a given year – such expectations have not been met.

Indeed, according to the draft Anti-Money Laundering Ordinance (draft AMLO) (art. 12f), advice is deemed to be provided on a professional basis when it constitutes an independent economic activity directed toward earning income. Furthermore, it is irrelevant whether such advisory work is carried out as a main or secondary occupation.

The Explanatory Report clarifies that the decisive factor in determining whether an advisory activity is professional is not the number of operations, but their context. Advice given in a private setting is excluded. However, once a service is rendered within the framework of an independent economic activity aimed at generating income, the due diligence obligations apply, even for a single operation covered by the law.

Professional practice is presumed when the advisory work takes place within an organized professional structure, such as a law firm, fiduciary company, or asset manager, even if only a small portion of its activities fall under the AMLA. Such a presumption may also arise from how the professional markets or presents their services (e.g., websites, brochures, marketing materials).

Lastly, the term “independent” indicates that only services rendered for third parties are covered, excluding activities performed internally for the needs of a company or corporate group. Whether the advisory work is primary or ancillary, and whether it is carried out with or without office premises, has no impact on the applicability of the AMLA.

V) Coordination between the regimes applicable to an adviser and a financial intermediary

The introduction of a regime applicable to advisers, alongside that governing financial intermediaries, requires coordination between the two frameworks. To this end, Article 2b nAMLA defines the coordination rules from a substantive perspective, while Article 12a governs supervisory coordination.

Under Article 2b paragraph 1 nAMLA, the provisions relating to advisers apply subsidarily to those governing financial intermediation. Thus, when an activity falls under both advisory services (art. 2 para. 3bis or 3ter) and financial intermediation (art. 2 para. 2 or 3 AMLA), for example, advisory work relating to the sale of real estate combined with an escrow agreement managed by a financial intermediary, the rules applicable to financial intermediaries take precedence. In other words, activities already covered by the definition of financial intermediation remain subject to the existing regime; the new provisions on advisers are intended only to capture additional activities previously outside the scope of the AMLA.

Furthermore, Article 2b paragraph 2 nAMLA addresses cases where the same person or entity carries out both financial intermediation and advisory activities, for instance, a wealth manager who also advises on the sale of real estate. In such situations, each activity remains subject to its own legal framework. However, where distinguishing between the two proves difficult, the law allows the person concerned to voluntarily subject their entire activity to the financial intermediary regime by filing a declaration.

The Federal Council has clarified, in its draft Anti-Money Laundering Ordinance (draft AMLO), the modalities of this declaration, specifically its form, timeframe, and the competent supervisory authority (art. 2a draft AMLO). The declaration must be submitted to the relevant authority or self-regulatory organisation (SRO) and must contain all required information, including a detailed description of the activities concerned and any organisational changes these entail, such as amendments to internal regulations.

Curiously, and somewhat ambiguously, the draft ordinance provides that the declaration will only take effect from 1 January of the calendar year following its submission to the competent authority or body.

Finally, financial intermediaries supervised by FINMA – in particular through supervisory organisations such as wealth managers or trustees (e.g., Onyx & Cie SA) –are not required to affiliate with an SRO, and the FINMA Anti-Money Laundering Ordinance (AMLO-FINMA) will apply to them by analogy.

VI) What are the due diligence obligations of an adviser?

An adviser is required to fulfil the following obligations (art. 8b nAMLA):

• Verify the identity of the client (art. 3 para. 1 AMLA);
• Identify the beneficial owner (art. 4 paras. 1 and 2, letters a and b AMLA);
• Establish and retain documentation (art. 7 AMLA), either in written or electronic form.

Once the mandate is completed, the adviser must retain all documentation related to these obligations for a period of ten years.

In addition, advisers must identify the purpose and intended nature of the transaction or service requested by the client (art. 8b para. 2 nAMLA) and clarify the background and purpose of the transaction or service when either the operation or the client presents a high level of risk.

The extent of information to be collected depends on the risk level posed by the transaction, the service, or the client (art. 8c nAMLA). Self-regulatory organisations (SROs) will define the scope of due diligence obligations – simplified or enhanced depending on whether the risks associated with the transaction, service, or client are low or high – for advisers affiliated with them.

For example, a businessperson from a high-risk jurisdiction, with links to a politically exposed person (PEP) and seeking to create a complex trust structure involving several offshore jurisdictions to invest millions of dollars, will require enhanced due diligence. By contrast, a Swiss entrepreneur, well known to the adviser for twenty years and seeking advice for the purchase of a commercial building in Geneva, may only require standard diligence.

Advisers must therefore take into account not only the client’s individual risk profile but also risk factors associated with the transaction or service.

Furthermore, advisers must establish proportionate internal measures, taking into account the size of their business and the risk level of their activities, in order to prevent money laundering, terrorist financing, and violations of economic sanctions (EmbA). They must, in particular, train their staff adequately and implement appropriate internal controls (art. 8d nAMLA).

When an adviser is a lawyer or notary engaging in an activity covered by professional secrecy, they must also ensure a strict separation between documentation protected by professional secrecy and that which is not, in order to prevent disclosure of privileged information. Accordingly, when a lawyer–adviser engages simultaneously in typical activities protected by privilege and atypical activities falling under the AML framework, they must organise their practice in such a way as to ensure compliance with both the anti-money laundering regulations and the rules governing the legal profession.

VII) What are the reporting obligations?

Advisers are required to report suspicions under the same conditions as financial intermediaries, with appropriate adaptations to their specific activities. In particular, they must report to the MROS (Money Laundering Reporting Office Switzerland) any suspicions if they know or have reasonable grounds to suspect that the assets involved in the transaction they are assisting with – either in the preparation or execution of an operation (art. 2 para. 3bis nAMLA) or in the provision of a service (art. 2 para. 3ter nAMLA):

• are connected with money laundering,
• derive from a felony or a serious tax offence,
• are under the control of a criminal or terrorist organisation, or
• are used to finance terrorism (art. 9 para. 1ter nAMLA).

The same obligation applies where the adviser terminates negotiations relating to their services on the basis of well-founded suspicions.

A lawyer or notary is required to report suspicions to the MROS only when performing a financial transaction on behalf of a client – for example, by receiving funds in a professional account for onward transfer to a third party. This obligation stems from their role as a financial intermediary and does not apply to lawyers engaged solely in legal advisory or representation activities, without involvement in financial transactions (art. 9 para. 2 nAMLA).

Furthermore, even where a financial transaction is involved, no report is required if the information is protected by professional secrecy under Article 321 of the Swiss Criminal Code (SCC) (art. 9 para. 2 nAMLA). This professional secrecy safeguards the client’s trust and applies only to the typical professional activities of a lawyer, such as legal advice and representation, but not to atypical activities such as asset management, corporate administration, or financial operations (see above, noting that activities performed as an adviser under the new AML framework may be either typical or atypical).

The distinction between activities covered or not by professional secrecy remains particularly delicate, especially in mixed mandates combining protected legal work with financial operations that must be reported to the MROS. This uncertainty increases the risk that a lawyer may inadvertently breach either professional secrecy or the reporting obligation.

An adviser who makes a report to the MROS may terminate the business relationship at any time (art. 9b para. 2bis nAMLA). In principle, advisers do not hold or have direct access to client assets, unlike financial intermediaries. Therefore, it would be inappropriate to subject them to the same regulatory standstill obligations applicable to intermediaries. However, advisers must promptly inform the MROS of the date of termination of the business relationship (art. 9 para. 3 AMLA).

Naturally, and with limited exceptions, advisers are prohibited from informing any concerned party or third party that they have submitted a report to the MROS, just as financial intermediaries and dealers are (art. 10a para. 5 nAMLA).

Finally, an adviser who reports information in good faith under Article 9 para. 1ter nAMLA is protected from criminal and civil liability and cannot be prosecuted for breaching official, professional, or business secrecy, nor held liable for contractual breach (art. 11 AMLA). However, caution is warranted: the scope of this immunity is limited to persons legally bound to report under Articles 9 and 10 AMLA. Consequently, lawyers and notaries may not voluntarily report information covered by professional secrecy, as doing so would constitute a violation of Article 321 SCC.

VIII) What are the affiliation obligations?

Under the new Anti-Money Laundering Act, advisers are now subject to supervision and are required (and entitled) to affiliate with a recognised self-regulatory organisation (SRO) (art. 12 letter d and art. 14 paragraph 1 nAMLA).

According to Article 12g paragraph. 1 letter a of the draft AMLO, an adviser who begins to carry out an activity on a professional basis must immediately comply with the obligations set out in Articles 3 to 11a nAMLA.

It should also be noted that any person already affiliated with a recognised SRO for their activity as a financial intermediary under Article 2 para. 3 AMLA and who also engages in advisory activities is subject to the supervision of the same SRO for all of their activities (art. 12a para. 2 nAMLA). The purpose of this rule is to avoid fragmented supervision between multiple authorities, thereby ensuring coherent and centralised oversight.

Accordingly, the adviser has a two-month period (art. 12g paragraph 1 letter b draft AMLO) from the date of their change in status to submit either a request for affiliation with an SRO or a declaration of their advisory activity to the competent authority or supervisory body – for instance, when a portfolio manager or trustee begins engaging in advisory work subject to the AMLA and must inform their supervisory organisation (e.g. AOOS).

During this two-month period, the adviser may continue to provide advisory services to existing clients and even offer advice on new legal operations subject to the AMLA. However, if no request is submitted within this timeframe, or if the affiliation request is rejected, the adviser is prohibited from continuing their advisory activity (art. 12g paragraph 2 draft AMLO).

Importantly, as before, only a lawyer or notary may audit another lawyer or notary’s compliance with the AMLA (art. 18a nAMLA). Accordingly, such professionals must affiliate with the Self-Regulatory Organisation of the Swiss Bar Association and the Swiss Notaries Association.

Lawyers are required to maintain separate files for their typical (privileged) and atypical (non-privileged) activities and may grant access to client data only to the extent strictly necessary for verifying compliance with AMLA obligations.

The audit must be conducted in strict compliance with professional secrecy and in two stages (art. 18a paragraphs. 3 and 4 nAMLA). The auditor first reviews the adviser’s internal procedures without access to information protected by professional secrecy.

The lawyer or notary must provide:

• Complete internal documentation, including a risk allocation policy, a mandate acceptance procedure, and the organisational measures required under Article 8d AMLA;
• A list of AML-relevant mandates, accompanied by a brief description of their subject matter and the activity performed, sufficient to allow the auditor to assess whether the mandates fall within the scope of the law and to prepare for a more detailed examination if necessary.

The SRO will specify the required documentation, the audit procedure, and the frequency of reviews, following a risk-based approach. Consequently, more frequent audits will be imposed on advisers operating in high-risk areas.

If objective indications of non-compliance are detected – for example, lack of staff training, absence of internal policies, failure to implement corrective measures after a previous audit, or the opening of criminal proceedings – the auditor may request the lifting of professional secrecy.

Such a lifting may occur either with the client’s consent or by order of the Coercive Measures Court (art. 18a paragraph 5 nAMLA). It is strictly limited to verifying the adviser’s compliance with due diligence obligations, not to examining the client’s conduct. The competent court is that of the adviser’s place of business and may order protective measures, such as redaction or document filtering.

After completing the audit – typically based on a random sample of mandates – the auditor submits a report to the SRO. This report must be fully anonymised, and no client data may be transmitted to the SRO.

The SRO is empowered to sanction advisers subject to the AMLA based on the auditor’s report. Under Article 25 paragraph 3 nAMLA, it may impose disciplinary or corrective measures, such as a warning, fine, suspension, or expulsion of the member concerned. These measures apply solely to the adviser (the lawyer or notary under review) and never to their clients.

Finally, the SRO may not transmit client-related information to any other authority under any circumstances.

IX) Sanctions applicable to the adviser and the establishment of a mandatory arbitral tribunal

Under Article 24b nAMLA, the relationship between self-regulatory organisations (SROs) and their members is governed by private law. As a result, sanctions for breaches of the AMLA or of internal SRO regulations remain determined by the SROs themselves.

However, Article 25 paragraph 3 letter c nAMLA now requires that such sanctions be appropriate, effective, and proportionate, and it specifies the possible forms they may take – including warnings, reprimands, or contractual penalties.

SROs will therefore need to establish a common sanctions framework, including absolute and relative monetary ceilings that are sufficiently dissuasive to meet the standards of the Financial Action Task Force (FATF). A maximum fine of CHF 1 million is considered appropriate for the parabanking and advisory sectors.

In addition, Article 25 para. 3 letter d nAMLA provides that these sanctions may be appealed before a joint arbitral tribunal.

Article 25a nAMLA introduces the creation of a permanent arbitral tribunal common to all SROs. This innovation seeks to enhance the consistency of case law, ensure equal treatment among members, and achieve economies of scale by consolidating expertise within a single specialised body.

This tribunal will have jurisdiction over all decisions issued by SROs against their members, including disciplinary sanctions, exclusions, and refusals of affiliation. It will therefore also be competent to hear appeals from individuals whose applications for affiliation have been rejected, even if they are not yet members of an SRO.

The arbitral tribunal will be required to adopt its own procedural rules, consistent with Articles 353 et seq. of the Swiss Civil Procedure Code (CPC). Arbitration proceedings must fully comply with the guarantees set out in Article 6 of the European Convention on Human Rights (ECHR), notably the right to a fair trial, the independence and impartiality of the tribunal, and the right to be heard.

Since affiliation with an SRO is mandatory for anyone wishing to engage in an activity covered by the AMLA, the professionals concerned will likewise be required to submit their disputes to this arbitral tribunal. In this respect, the arbitration will be mandatory by law.

Finally, the FINMA must approve the arbitral tribunal’s procedural rules, ensuring that they fully safeguard procedural rights, including the possibility of a public hearing and judicial review by a state court.

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Practical Implications for CROCE & Associés SA

For the clients of CROCE & Associés SA, this legislative reform does not alter the current situation, as our Family Office is already recognised as a financial intermediary under the AMLA and holds a licence as a portfolio manager and trustee.

On the contrary, we welcome this development, which enables us to contribute actively to strengthening Switzerland’s anti–money laundering framework. This evolution is fully aligned with our ongoing commitment to transparency, regulatory compliance, and the enhancement of the Swiss financial centre’s integrity and credibility.