Advisory Activities Under Art. 2, Par. 3bis and Par. 3ter of the Amended Anti-Money Laundering Act (AMLA)—Who Is Now Covered by the Anti-Money Laundering Act (AMLA)?

1. Consulting Professions Now in the Spotlight Under the Anti-Money Laundering Act

With the partial revision of the Anti-Money Laundering Act (revGwG), which will take effect on October 1, 2026, its scope of application will be expanded to include certain advisory activities. As a result, fiduciaries, tax advisors, accountants, attorneys, notaries, and other corporate and real estate service providers may now be subject to the Anti-Money Laundering Act, even though they are not traditional financial intermediaries themselves.

The purpose of the amendment is, in particular, to cover advisory services that pose a risk under money laundering laws, such as those typically provided in connection with real estate transactions, non-operating legal entities, or comparable structuring services.

2. What activities are covered?

2.1 Overview

For the purposes of Art. 2, para.^3bis of the revised Money Laundering Act (revGwG), “advisers” are defined as natural and legal persons who, on a professional basis, assist third parties in financial transactions—including fundraising—in connection with certain legal transactions. This, therefore, represents an activity-based approach.

The following legal transactions, in particular, are covered:

• Purchase and sale of real estate (Art. 2, para.^{3bis, subpar.} a, revGwG);
• Incorporation and establishment of operating or non-operating legal entities with their registered office abroad (Art. 2, para.^{3bis, subparagraph} b, revGwG)
• Activities related to non-operating legal entities (Art. 2, para. 2^until (lit. c revGwG)
   
  • The formation or establishment of non-operating legal entities headquartered in Switzerland, as well as legal entities headquartered abroad;
   
  • Management and administration of non-operational legal entities;
   
  • Contributions and distributions from non-operating legal entities; and
   
  • The purchase and sale of legal entities, provided that the purchase or sale is carried out by a non-operating legal entity.
 
• The professional provision of addresses or premises as a registered office or domicile for more than 6 months (Art. 2, para.^{3ter, revGwG} )  

2.2 What matters is active participation

In practice, the distinction between general advice and involvement in a specific financial transaction is particularly relevant. Therefore, not every instance of legal, tax, accounting, or real estate-related advice automatically results in being subject to the Anti-Money Laundering Act (GwG).

Only advisory services that are directly related to a transaction relevant to money laundering and are causally necessary for its execution are covered, such as legal and economic advice on the structuring, execution, or financing of a transaction, as well as the drafting of contracts or registration filings. The determining factor is which specific service is provided in each individual case and whether it has a sufficient connection to one of the legal transactions specified by law. As a result, even within the same company, some services may be subject to the advisory regime, while others remain outside the scope of the Anti-Money Laundering Act (AMLA). This distinction is particularly relevant, for example, for trust companies, law firms, or real estate companies that offer a broad range of services.

The advisory service is deemed to have been provided as soon as the client intends to enter into a specific transaction and informs the advisor of this intention. General corporate law advice provided without knowledge of such a transaction, however, does not fall under this regulation. Certain activities and legal transactions with a low risk of money laundering are also exempt. These include, in particular, certain auditing and review activities, activities performed by governing bodies for operational legal entities and nonprofit organizations, transactions motivated by family law or inheritance law, as well as certain real estate and corporate transactions.

2.3 Purchase and Sale of Real Estate (Art. 2, para.^3bis, letter a, AMLA)

In the real estate sector, involvement in financial transactions related to the purchase or sale of real property is particularly relevant. For example, general advice on real estate law should not be included without knowledge of a specific intended transaction.

This covers assistance with the purchase or sale of real property, including letters of intent to sell and purchase agreements. This provision applies to both asset deals and share deals, provided that shares in a real estate company are transferred, as well as transactions related to foreclosures.

Also covered is the encumbrance of a parcel of real property, in return for consideration, with a usufruct or a building right (Art. 12e, para. 2, subpar. b, GwV). The required consideration for the real estate transaction may consist of cash or other assets.

2.4 The professional provision of addresses or premises as a domicile or registered office for legal entities (Art. 2, para.^{3ter, revGwG} )

This provision covers professional domicile services, i.e., individuals who, on a professional basis and for more than six months, provide addresses or premises as a registered office or domicile for legal entities. This must be distinguished from the ordinary leasing of business premises: If the primary focus is on the actual use of the premises rather than the provision of a business address, then, in principle, this does not constitute a domicile service within the meaning of this provision.

2.5 Activities Related to Non-Operating Legal Entities (Art. 2, para.^3bis, subpar. c–e, revGwG)

In particular, the scope covers certain activities related to non-operating legal entities headquartered in Switzerland or abroad. These may include, for example, structuring, administrative, or transactional services.

By contrast, the mere provision of advice or support to an operating company does not automatically result in the company being subject to taxation. The distinction between operating and non-operating legal entities thus takes on considerable practical significance.

2.6 Formation and Establishment of Legal Entities Headquartered Abroad (Art. 2, para.^3bis, letter b, AMLA)

This provision applies to any participation in the formation or establishment of legal entities with their registered offices abroad. It is irrelevant whether the legal entities are operational or not.

3. Exceptions remain central

The assessment of whether an entity falls under the scope of the Anti-Money Laundering Act (AMLA) must not be limited to Art. 2, paras. 3bis and 3ter of the revised AMLA. The revised law contains various exceptions that, in some cases, significantly limit its scope of application. Art. 2, para.^{4ter of the revised AMLA} expressly exempts certain transactions with a limited risk of money laundering from the advisory regime. These include, in particular:

• real estate transfers with a value of less than CHF 5 million, provided that the purchase price is paid and received exclusively through a financial intermediary subject to the Anti-Money Laundering Act (AMLA);
• the purchase of owner-occupied residential properties, as well as certain real estate transactions arising from family, matrimonial, or inheritance law, or resulting from a gift;
• the transfer of agricultural businesses or parcels of land, in accordance with the BGBB, to persons who intend to manage them themselves;
• the transfer of real property for the purpose of land consolidation and similar transactions;
• Board services for operational legal entities, as well as for nonprofit foundations and active associations based in Switzerland;
• the establishment of foundations by testamentary disposition;
• the mere notarization without any ancillary advisory services

4. Testing Steps for Practical Application

In practice, therefore, it is advisable to conduct an assessment in several steps: First, it must be determined whether the specific activity meets the criteria of Art. 2, para.^3bis or para.^{3ter of the revGwG} at all. Next, the statutory and regulatory exceptions must be examined. Only then does the question arise as to whether the activity reaches the threshold for “professional” status under Art. 12f of the revGwV.

5. Professional Conduct under Art. 12f of the Revised General Regulation (revGwV)

Even if an activity objectively falls under Article 2, paragraph^{3bis or}paragraph^3ter of the revised Money Laundering Act (revGwG), this does not necessarily mean that the activity is subject to regulation. In addition, the activity must be carried out on a professional basis.

Art. 12f revGwV specifies this requirement. First, a self-employed economic activity aimed at generating a permanent income is considered to be carried out on a professional basis. In addition, the ordinance establishes quantitative thresholds. An activity is deemed to be carried out on a professional basis if at least one of the following criteria is met:

• The relevant consulting activities generate gross revenue of more than CHF 50,000 per calendar year;
• advice is provided to more than 20 clients per calendar year, or the firm is involved in more than 20 legal proceedings;
• If one exercises the due care required under the circumstances, it must be assumed that the advice
   
  • relates to third-party assets that exceed CHF 5 million at any given time; or
   
  • involves financial transactions with a total volume of more than CHF 2 million per calendar year.

These thresholds are of particular importance to smaller trust companies, law firms, and other consulting firms.

6. What are the consequences of being placed under supervision?

Any consultant subject to the Anti-Money Laundering Act (AMLA) must, going forward, comply with due diligence and organizational obligations under anti-money laundering law. These include, in particular, identifying clients, determining the beneficial owner, conducting due diligence and maintaining documentation, as well as implementing organizational measures such as issuing guidelines, providing employee training, and conducting regular audits to ensure compliance with the AMLA.

The scope of due diligence obligations depends on the risks associated with the transaction, the service, and the customer (Art. 8c(1) AMLA). In cases of heightened risk, the purpose and background of the transaction or service must be investigated in greater depth (Art. 8b(2) AMLA). Such risks may exist, in particular, in cases involving complex structures, connections to high-risk countries, PEPs, unusually high transaction volumes, or implausible sources of funds. The results of these investigations must be reviewed for plausibility and documented.

In cases of reasonable suspicion, there is also a general obligation to report to MROS (Art. 9, para.^{1ter, AMLA} ).

Supervision of advisors newly subject to the Anti-Money Laundering Act is carried out by a recognized self-regulatory organization (SRO). Advisors subject to this requirement must join such an SRO. Membership must be established within the applicable transition period or, upon first commencing an activity subject to this requirement, within two months.

7. Action Required for Affected Companies

The new requirements may apply in particular to trustees, real estate service providers, consultants, and attorneys who were not previously subject to the Anti-Money Laundering Act (AMLA) as financial intermediaries. Companies that offer services potentially covered by these regulations therefore need to take action even before the law takes effect. They should review their existing range of services to determine which activities may fall under Art. 2, para.^{3bis or} para.^{3ter of the amended AMLA} , whether any exemptions apply, and whether the thresholds for professional activity are met.

If the review indicates that the institution is subject to these requirements, the necessary organizational measures must be implemented in a timely manner. This includes, in particular, adapting internal processes and documentation, collecting and updating the necessary customer information, and training employees on due diligence obligations under anti-money laundering laws.

8. Conclusion

The amendment to the Anti-Money Laundering Act significantly expands the group of persons subject to its provisions. However, the decisive factor is not the job title, but the specific activities performed. Companies should therefore review their range of services early on to determine whether they may be subject to the Act and whether their activities are conducted on a professional basis.

9. Support from LezziLegal

Lezzilegal is happy to assist you with:

· Assessment of whether individual activities and business models fall under the scope of the GwG;

· Distinguishing between services subject to reporting requirements and those not covered, and reviewing the statutory exceptions;

· Assessment of professional standards and relevant thresholds;

· Adaptation of the required AMLA processes and documentation;

· Preparation for the SRO connection, as well as

· Training employees on the new due diligence and organizational obligations.