Revision of the AMLA
As part of the revision of the AMLA, regulatory requirements will be further strengthened and specifically adapted to international standards and new risk areas. The new provisions will come into force on 1 October 2026.
Sanctions as a risk area
Sanctions have been a key issue for the financial market for years, as national and international requirements demand comprehensive due diligence processes and breaches entail significant legal, financial and reputational risks. FINMA has also identified compliance with applicable sanctions regimes as a supervisory priority in its Risk Monitor. Accordingly, the AMLA now explicitly stipulates that asset managers must take appropriate organisational measures to prevent breaches of sanctions legislation (the Embargo Act). The specific nature of these measures is set out below in the AMLO-FINMA chapter.
Risk area: Advisers
Certain advisory activities will now fall within the scope of the AMLA. They must join a self-regulatory organisation (SRO) if they are professionally involved in financial transactions relating to property purchases or the establishment or management of (non-operational) legal entities. The same applies to companies acting as domicile providers (e.g. by providing c/o addresses). Asset managers who also provide such advisory services must now maintain AMLA files for these activities as well. Asset managers and trustees who, in addition to providing financial intermediation services, also provide advisory services (as described above) must report this activity to their supervisory authority no later than 1 December 2026. The resulting due diligence obligations are beyond the scope of this article.
Partial revision of the AMLO-FINMA
The planned partial revision of the AMLO-FINMA is particularly relevant to asset managers, as it clarifies the specific implementation of due diligence obligations to prevent money laundering and terrorist financing. In particular, the amendments set out the requirements for avoiding breaches of sanctions and for ensuring transparency regarding ownership and control structures. The new provisions of the GwV-FINMA will come into force on 1 January 2027.
Sanctions Compliance
The AMLO-FINMA now explicitly requires financial institutions to implement measures aimed at preventing breaches of sanctions. This clarifies a requirement that was previously only implicitly expected and supplements it with a specific provision on organisational measures. Asset managers must appropriately identify, monitor and mitigate their sanctions risks, particularly within the framework of risk management and the internal control system. Specifically, a risk-based analysis is required, which must be carried out regularly and updated as necessary (this can be integrated into the Anti-Money Laundering Act risk analysis). Furthermore, internal guidelines with clearly documented responsibilities must be drawn up. A structured screening of business relationships is also required. Contracting parties, beneficial owners, controlling persons and authorised signatories must be checked against sanctions lists even before the business relationship is established. In addition, the entire client base must be reviewed promptly whenever there is a change to the lists. All checks must be documented in a traceable manner.
Traceability of ownership and control structures
Asset managers must be able to understand and document the ownership and control structures of the contracting party. On the one hand, this involves a complete and traceable representation of the ownership structures right up to the ultimate level. On the other hand, an understanding of the economic reasons for establishing such structures, as well as the relationships between the companies involved, is required. Although the new provision is particularly relevant for business relationships involving domiciliary companies or (complex) structures, it applies to all business relationships with legal entities, regardless of the nature of the activity (operating or passive) or the risk classification applied by the asset manager. FINMA already requires this in its supervisory practice. The new provision in the AMLO-FINMA now codifies these requirements at the regulatory level and is thus intended to strengthen legal certainty.
Introduction of the transparency register
The new Federal Act on the Transparency of Legal Entities and the Identification of Beneficial Owners (TJPG) establishes a central beneficial owners register. It covers not only financial institutions but all legal entities under Swiss private law and, under certain conditions, foreign legal entities with a connection to Switzerland (e.g. branches).
Reporting obligations, access and differences
The law requires legal entities to report their beneficial owners to the Federal Transparency Register. Responsibility for this reporting lies with the most senior member of the governing body. The information contained in the register will be accessible to the relevant authorities (in particular law enforcement agencies, MROS and tax authorities) and other authorised parties, but not to the general public. On the one hand, asset managers – like all other legal entities – must report the beneficial owners within their own institution. On the other hand, however, they will in future also be able to access the data of other legal entities online, insofar as this is necessary for the fulfilment of their due diligence obligations under the AMLA (when establishing new or updating existing business relationships with legal entities domiciled in Switzerland or with a connection to Switzerland). However, there is no provision for a general obligation to consult the register. It remains unclear to what extent supervisory practice will require consultation of the register. Large banks are likely to carry out comprehensive checks on all legal entities acting as contracting parties. For smaller financial intermediaries, in particular collective asset managers and asset managers under Article 17 of the FinIA, a risk-based approach is likely to be more appropriate, should such checks be required at all. Possible criteria could include, for example, the intermediary’s own risk classification, indirect shareholdings involving several intermediate levels, or the nature (active or passive) of the business activity.
If the financial intermediary consults the register and identifies discrepancies between the information in the transparency register and its own documentation, it must first request the legal entity concerned to rectify the matter within a reasonable period. If the discrepancy persists, it must be reported to the register, whereupon a corresponding note will be added. This note may be deleted following rectification at the request of the legal entity.
Definition, deadlines and implementation
A beneficial owner within the meaning of the TJPG is any natural person who ultimately controls a company by holding, directly or indirectly, acting alone or jointly with third parties, at least 25 % of the capital or voting rights, or who otherwise controls the company. This applies both to operational companies and to domiciliary companies (in contrast to the AMLA, under which there is no threshold for beneficial owners in the case of domiciliary companies). Where no beneficial owner can be identified, the most senior executive officer must be reported instead.
Upon the entry into force of the TJPG and the associated Ordinance (TJPV) on 1 October 2026, the transitional provisions for reporting will also come into effect. Legal entities that have already fully registered their beneficial owners in the Commercial Register (as shareholders or members of governing bodies) must submit the declaration within two years of the Act coming into force. Otherwise, the following phased registration deadlines apply after the Act comes into force:
- Public limited companies subject to a statutory audit: 3 months
- Other companies (e.g. limited liability companies) subject to a statutory audit: 4 months
- Public limited companies not subject to a statutory audit: 5 months
- Other companies not subject to a limited audit and other legal entities: 6 months
Due to the comparatively long transition periods – particularly where all beneficial owners are also members of the management or supervisory board – enquiries by financial intermediaries in the first few months following the entry into force of the TJPG will be of limited value. It is advisable to wait with the enquiries, at least until the first transition periods have elapsed, i.e. from 1 January 2027 or later.
Initially, reporting to the transparency register will take place exclusively via the ‘EasyGov’ platform. Registration is already possible and is recommended. The same applies to identifying the beneficial owners to be reported. However, the actual reporting can only take place once the Act has come into force and the relevant functionality has been made operational.
Conclusion
The forthcoming regulatory changes will lead to a further tightening of requirements in the area of anti-money laundering. For asset managers, this gives rise to the following key areas of action in particular:
- Enhancement and proper documentation of sanctions compliance controls
- Review and refinement of the existing AML risk analysis and internal policies
- Ensuring full traceability of ownership and control structures
- Preparing for the transparency register, including the timely identification of beneficial owners, registering with EasyGov, adhering to statutory reporting deadlines, and consideration of future register checks in the context of new account openings and periodic review processes.
To minimise implementation risks and meet regulatory expectations, it is advisable to address the new requirements at an early stage and in a structured manner.
