Property and Anti-Money Laundering: how the new TLPA and the revised Anti-Money Laundering Act (AMLA) will affect you from October 1, 2026 in relation to Property

The transparency register: who is the ‘real’ owner?

The TLPA establishes a central register of beneficial owners, known as the transparency register. It is maintained by the Federal Office of Justice and is not open to the public. The ‘beneficial owner’ is the physical person who ultimately controls the legal entity, either because they hold, directly or indirectly, alone or in concert with third parties, at least 25 per cent of the capital or voting rights, or because they control it in some other way (for example, by means of a shareholders’ agreement). Since October 1, this person must now be disclosed in the transparency register. If no physical person meets these criteria, the most senior member of the executive board must be disclosed.

The concept of ‘control by other means’, as set out in Article 3 of the OTPM (ordonnance), warrants particular attention in property structures. It must be assessed alongside control through shareholding, and not merely as a secondary consideration: a single legal entity may therefore be required to disclose both a 30 per cent shareholder and a minority investor. Control is deemed to exist in any event where a person can appoint or remove the majority of the board of directors or the management, has a right of veto over the company’s purpose, the choice of management, strategy, budget and investment planning or financing, or can obtain distributions of profits or other dispositions of assets. Other resources, such as shareholders’ agreements, capital instruments, articles of association clauses, legal representation, nominee arrangements or relationships between closely related persons, are sufficient only if they confer influence equivalent to a 25 per cent shareholding. Standard clauses in bank financing agreements (covenants), mere advisers or economic dependence do not, in principle, constitute control. Finally, such control may be exercised indirectly, through a chain of intermediary companies or trusts.

The purpose of this register is to combat money laundering, organised crime and the financing of terrorism more effectively. It was established to bring Switzerland into line with the FATF’s international standards and to enable the authorities to monitor, in particular, the owners of Swiss companies.

This register is not aimed solely at large companies. All Swiss Ltd companies, LLCs, cooperative societies and collective investment schemes are, in principle, covered. Foreign legal entities that own or acquire property in Switzerland are also covered. Exceptions are limited, in particular to listed companies and their subsidiaries in which they hold more than a 75 per cent stake, as well as to pension funds; Parliament has also exempted associations and foundations, but the legal entities they own remain subject to the duty of notification.

In practice, the legal entity must identify, verify and document its beneficial owners, and then report them electronically via the EasyGov platform. The deadlines for the initial report range from 3 to 6 months depending on the company’s legal form and its audit / review regime; a two-year deadline applies only if all beneficial owners are already registered in the commercial register as partners or board members. The shortest deadlines therefore expire as early as January 1, 2027. Please note: any amendment to the commercial register after October 1, 2026 reduces this deadline to one month, even if it has no connections to the shareholding structure. Any subsequent changes (new shareholder, conclusion or withdrawal of a shareholders’ agreement, change of address of the beneficial owner) must also be reported by the deadline of one month. These obligations do not apply solely to the legal entity: shareholders and beneficial owners themselves must notify the entity, within the same one-month deadline, of the acquisition of control and any relevant changes.

Any representation that violates the TLPA may be sanctioned by a fine of up to CHF 500,000 in the event of an intentional breach of the duty of notification or the provision of false indications, and up to CHF 100,000 in the event of failure to comply with a decision by the supervisory body. Even more severe are the administrative measures: rectification of the entry with a note to that effect, suspension of the corporate and property rights of the shareholders concerned and, as a last remedy, dissolution of the legal entity. A carefully documented analysis remains the best protection in borderline cases.

It is therefore advisable to act swiftly in response to this novelty, assess the extent to which your company is affected, and then take the appropriate steps.

The Anti-Money Laundering Act (AMLA) extends to the property sector

The Anti-Money Laundering Act (AMLA), for its part, has been revised and the commencement took place on October 1, 2026. Until now, it mainly concerned banks and asset managers – that is, those with the power to dispose of their clients’ funds. From now on, it also applies to
‘advisers’ – that is, professionals who, on behalf of third parties, are involved in the purchase or sale of a property, in particular, even without ever handling the funds. Estate agents are on the front line, alongside lawyers, notaries and other advisers.

This audit / review applies not only to new mandates concluded on or after October 1, 2026, but also to all transactions that have not been fully executed by that date. Thus, for example, a forward sale concluded before October 1, 2026 and providing for a transfer of ownership after that date means that the adviser is subject to the requirement. Furthermore, it does not matter whether the negotiations are successful or not: liability arises as soon as the adviser participates in the transaction.

But what does the concept of ‘involvement’ mean? It is broad: any contribution that tangibly facilitates the transaction is sufficient, such as conducting negotiations, comparing offers, structuring the agreement or providing support right up to the signature, but also analysis aimed at optimising the rental situation and any other advisory activity likely to have an impact on the price and other terms of the transaction. It also covers the sale of a majority shareholding in a real estate company (share deal), and the formation of a building right or a right of usufruct in return for remuneration.

However, exceptions are provided for by the act. The obligation to pay tax only arises once both parties have expressed their intention to conclude the transaction (for example, an accepted offer, a letter of intent or a reservation deposit). The marketing phase, viewings or preliminary valuations are, in principle, excluded from the scope of the legislation. Also excluded are, in particular, family or inheritance transactions, the purchase of a property for one’s own use in Switzerland, and sales of less than CHF 5 million where the payment is processed exclusively through a bank or another regulated financial intermediary. Finally, for a physical person or legal entity to be classified as an ‘adviser’ within the meaning of the Anti-Money Laundering Act (AMLA), the activity must be carried out on a professional basis, which is in particular the case where gross income exceeds CHF 50,000 or where there are more than 20 clients per year. In practice, most active estate agents, lawyers and notaries will easily exceed these thresholds.

What are the consequences? A regulated ‘adviser’ must then:

• register with a self-regulation organisation (SRO): those who were already carrying out this activity on October 1, 2026 must submit an application to do so before December 1, 2026;
• identify their client and the beneficial owner, verify their identity and document everything;
• understand the nature and purpose of the transaction, and carry out more thorough audits where risks are high;
• establish an internal organisational structure: AMLA officer, guidelines, customer onboarding procedures, staff training;
• immediately disclose any well-founded suspicions to the Money Laundering Reporting Office (MLRO), including where they terminate negotiations on these grounds, without informing the client.

Failure to comply with these rules exposes the ‘adviser’ to sanctions from their SRO and, in serious cases, to criminal liability.

Buyers and sellers should therefore expect more requests for information and supporting documents from estate agents, lawyers and notaries. It is best to have your documents ready (share register, ownership structure chart, identity documents) to avoid delays at the time of signing.

As noted above, the TLPA and the revised Anti-Money Laundering Act (AMLA) are fundamentally changing the way in which property transactions are prepared and documented in Switzerland. They affect all market participants, from owners of real estate companies to estate agents and investors. The deadlines are tight and the sanctions very real.

Our firm is therefore at your disposal to assist you in ensuring compliance with both the TLPA and the AMLA, in particular when making an entry via the EasyGov platform – a process we can carry out on your behalf if you wish – so that your next property transaction or entry in the commercial register proceeds smoothly.