Swiss advisers under Article 2(3bis) GwG and the 1 December 2026 deadline to apply for SRO affiliation

The activity list, read with the definitions

Article 2(3bis) of the Anti-Money Laundering Act, in the version in force since 1 October 2026 (AS 2026 322), defines advisers as natural and legal persons who, professionally and for third parties, take part in financial transactions, including the raising of funds, connected with five things: the purchase and sale of real estate; the formation of non-operative legal entities, companies or similar arrangements seated in Switzerland, or of such entities seated abroad; the management of non-operative entities; contributions to and distributions by non-operative entities; and the purchase or sale of a legal entity where a non-operative entity is the buyer or the seller. Article 2(3ter) adds the provision of an address or premises as the domicile or seat of an entity for more than six months. Article 2(3quater), which extends the definition to notaries employed under public law, is not yet in force: the Federal Council's enactment of 12 June 2026 deferred it, with the cantonal supervision rule in Article 22b, to a later date not yet set.

Two definitions carry the weight. Article 2a(6) defines non-operative entities as legal persons, companies, institutions, foundations, trusts, fiduciary undertakings and similar arrangements that are not founded or maintained to run or support an operating business or an operating group, in particular domiciliary companies; in our judgement the holding company at the top of a trading group is operative in that sense and a private asset-holding vehicle is not. The limit has one exception, and it is easy to miss: letter (b) covers the formation of entities seated abroad without the non-operative qualifier, so taking part professionally in the formation of a foreign company, operative or not, is within the list. The second definition is the one the Act leaves to the ordinance.

Article 12d GwV: where taking part begins

The Act says "take part" and does not say what that means for a professional who advises without carrying out the transaction. The Anti-Money Laundering Ordinance, as amended with effect from 1 October 2026 by item 6 of the Annex to the Transparency Register Ordinance, the TJPV (AS 2026 364), answers in Article 12d: taking part within Article 2(3bis) GwG includes advice that causally contributes to a legal act connected with a financial transaction under letters (a) to (e). The test is causal contribution, not execution. A professional who designs a listed transaction and leaves its execution to a notary, a bank or counsel in another country is, on the wording, taking part, if the other conditions are met. Article 12e adds two refinements for real estate: advice on a purchase or sale comes within the Act only once both parties have declared their intention to conclude the contract, and letter (a) extends to transactions with the economic effect of a sale and to usufructs or building rights granted for payment.

What Article 12d does not do is make every conversation a transaction. The advice must contribute causally to a legal act, and the legal act must be connected with a financial transaction within the list. The provision contains no carve-out for legal or tax advice as such: in our judgement advice that does not contribute causally to such a legal act remains outside, for example an opinion on the law given without reference to a particular listed transaction, while tax or legal advice that shapes a listed transaction may not. In our judgement the file for each engagement should record whether the advice causally contributes to a legal act connected with a listed transaction, and the facts on which that answer rests.

Article 12f GwV: when the activity is professional

The adviser must act professionally. Article 12f GwV sets a general test, an independent economic activity directed at lasting income, main or side business alike, and then four markers above any one of which the activity is professional in any event: gross revenue from the activity above CHF 50,000 in a calendar year; advice to more than 20 clients, or taking part in more than 20 legal acts, in a calendar year; third-party assets in connection with the activity that at any time exceed CHF 5 million; or, applying due care, financial transactions with a total volume above CHF 2 million in a calendar year. Work for related persons, as defined in Article 12f(4), counts only if it yields gross revenue above CHF 50,000 in the calendar year. Exceeding any one marker settles the question; falling below all four does not, because the general test applies on its own. In our judgement a law firm or fiduciary that offers the activity to the market will usually meet it.

What stays outside

The carve-outs are specific. Article 2(4)(f) GwG exempts lawyers and notaries for activities connected with court, criminal, administrative or arbitration proceedings, including representation and advice on preparing, avoiding and enforcing them. Article 2(4ter) takes out transfers of real estate and of legal entities worth under CHF 5 million where the price is paid and received exclusively through banks or other financial intermediaries subject to the Act, the purchase of a home in Switzerland for the buyer's own use or as a qualifying replacement, a list of family, matrimonial, gift and inheritance transfers, transfers of agricultural businesses or land to persons who intend to farm them themselves, transfers of land for land consolidation and similar operations, organ activities for operating entities and for charitable foundations and operating associations seated in Switzerland, foundations created on death and pure notarisation without ancillary advice. Letter (f) exempts acting as an organ of those entities; other advice on their transactions is assessed under the list and the remaining exemptions. The formation and governance of an ordinary operating Swiss company is outside the list, as, in our judgement, is advising an operating group on its holding structure in Switzerland, because the entities are not non-operative. Regulatory advice, licensing strategy, the design of AML and sanctions frameworks and financing rounds of operating companies are not on the list, and transactions between operating businesses are outside it unless real estate changes hands, an entity abroad is formed or a non-operative entity is the buyer or seller.

The reporting duty differs by profession. Advisers report to the Money Laundering Reporting Office under Article 9(1ter) GwG. For lawyers and notaries Article 9(2) narrows the duty to cases where both of two conditions hold: they carry out a financial transaction in the client's name or for the client's account, and the information is not covered by professional secrecy under Article 321 of the Criminal Code. A lawyer or notary who is within the perimeter through Article 12d, that is through advice alone, carries the due diligence duties but, on that wording, not the reporting duty, because the first condition is not met; other advisers report under Article 9(1ter) without that condition. The due diligence duties are not small: under Articles 8b to 8d GwG the adviser identifies the client and the beneficial owner, documents both, establishes the purpose of the transaction and, where the risk is high, its economic background, and maintains an organisation and training adequate to the duties, including against breaches of sanctions under the Embargo Act, with the self-regulatory organisation specifying the detail.

Affiliation: the clocks and the organisations

The duties apply by statute from 1 October 2026; what the transitional rules stagger is the affiliation. Under Article 14(1) GwG an adviser must be affiliated with a recognised self-regulatory organisation, and supervision runs through that organisation under Article 12(d). The GwV transitional provision sets the first clock: an adviser already carrying on the activity on 1 October 2026 must apply to a self-regulatory organisation by 1 December 2026 and may, until the organisation decides, act only within existing client relationships. Article 12g GwV sets the second: a person who becomes professional after that date applies within two months, complies with the due diligence, documentation and reporting duties at once and, until affiliation, may continue to advise existing clients and accept instructions from them for new business and services (Article 12g(2)); on that wording the two months are not a period for taking on new advisory clients, and without a timely application or after a refusal the person may not act as an adviser. A financial intermediary that also advises does not need a second affiliation: under Article 12a GwG it remains under its existing supervisor for everything it does, and under paragraph 2 of the GwV transitional provision it notifies its advisory activity to the authority or organisation responsible for its supervision, FINMA, its supervisory organisation or its self-regulatory organisation, by 1 December 2026. FINMA's note on its website (last changed 30 September 2026) states that institutions it licenses or supervises make that notification through a form on its survey and application platform.

FINMA's list of recognised self-regulatory organisations names ten (list as updated by FINMA on 16 October 2026). Whether an organisation admits advisers depends on its own regulations: the organisation of the Swiss Bar Association and the Swiss Notaries Association has adopted new regulations covering advisers, approved by FINMA on 22 September 2026 and in force since 1 October 2026, and the fiduciary profession's organisation admits advisers who are members of one of its supporting associations or of a related professional association (regulations in force from 1 October 2026). The choice is not neutral. The organisation's regulations determine the detail of the due diligence duties under Article 8c GwG, the audit cycle, the fees and the sanctions, and a law firm that joins the bar's organisation is audited to rules written with law firms in mind. The affiliation decision and the compliance framework are therefore built together.

On 13 October 2026 seven self-regulatory organisations (SRO SAV/SNV, ARIF, PolyReg, SRO-TREUHAND|SUISSE, VQF, SO-FIT and SRO-SVV), in coordination with the State Secretariat for International Finance, published joint answers to frequently asked questions on advisory activity under the revised Act. They state that the answers are for orientation, are not legally binding and reflect the view of the organisations involved. The questions include the qualification of holding companies and of entities seated abroad as non-operative, estate agents and property managers, the exemptions in Article 2(4ter) and the transitional period, and the answers confirm that an adviser who has applied in time may, until the decision, continue only within existing client relationships. A practice that is deciding whether and where to affiliate should read them next to the ordinance, as the organisations' own statement of how they will read the perimeter.

Decisions for October

A professional practice in Switzerland should, in our judgement, do four things before the end of the month. Map every engagement type against the list in Article 2(3bis) and (3ter), reading letter (b) with its wider reach for entities abroad and Article 12d for advice. Decide, engagement type by engagement type, whether the practice will continue the activity and affiliate, or stop offering it and say so in its terms of business, because a practice that is inside the perimeter and does not apply by 1 December 2026 is in breach of the affiliation duty in Article 14(1) GwG and, in our judgement, cannot continue the activity. Where the decision is to affiliate, choose the organisation and prepare the application with the directives it will ask for. And where the decision is to stay outside, document the basis in a form that will satisfy a bank, an auditor or the organisation itself if the question is asked, because the professional test in Article 12f leaves little room for a practice that offers the activity but calls itself occasional.

The clients of those practices have a question of their own: whether the adviser they are about to engage for a property purchase, a foundation or a foreign company is affiliated, has applied, or has decided to stay outside. From 1 October 2026 that is a proper due diligence question for the engagement letter.

What this means for you

• Read letter (b) twice. In letter (b) the non-operative limit applies only to entities seated in Switzerland; for entities seated abroad, Article 2(3bis)(b) covers the formation of any legal entity. Taking part in the formation of a foreign operating company is on the list.
• Article 12d GwV makes advice enough. Taking part includes advice that causally contributes to the legal act. Signing, filing or paying is not the test. Document, for each engagement type, whether the advice causally contributes to a legal act connected with a listed transaction.
• Exceeding a marker settles the question; staying below them does not. In our judgement a practice that offers the activity to the market is professional under the general test whether or not it exceeds CHF 50,000 of revenue, 20 clients or legal acts, CHF 5 million of third-party assets or CHF 2 million of transaction volume.
• Apply by 1 December 2026. An adviser active on 1 October 2026 must apply to a self-regulatory organisation by 1 December 2026 and may serve only existing clients until the decision; a newcomer has two months to apply, complies with the duties at once and, until affiliation, may serve only existing clients. Financial intermediaries notify their own supervisor by the same date. Without the application, the affiliation duty in Article 14(1) GwG is breached.
• Choose the organisation with the rules in mind. The organisation's regulations set the detail of the duties, the audit and the fees. The bar and notaries' organisation has adviser rules in force since 1 October 2026; the fiduciary organisation admits advisers who are members of one of its supporting associations or of a related professional association. Read the organisations' joint answers of 13 October 2026 with the ordinance.
• Clients: ask the question. Whether a Swiss adviser engaged for a property, foundation or foreign-company matter is affiliated, has applied or has decided to stay outside is now a due diligence point for the engagement letter.

Isak Legal advises law firms, fiduciaries, family offices and their clients on the Swiss adviser perimeter, on the design of proportionate AML frameworks and on the scoping of engagement terms, and advises international groups on how the Swiss regime interacts with the EU, UK and US rules that apply to the same transactions, working with Swiss counsel where required. See our Sanctions and AML and Switzerland pages, or get in touch.

This client update is provided for general information only, reflects the position as at 17 October 2026 and does not constitute legal advice or create a lawyer-client relationship. The statutory position is taken from the Anti-Money Laundering Act (SR 955.0) as in force on 1 October 2026 and the Anti-Money Laundering Ordinance (SR 955.01) as amended by item 6 of the Annex to the Transparency Register Ordinance (TJPV, AS 2026 364), both read on Fedlex. FINMA's list and notes, the self-regulatory organisations' regulations and their joint answers to frequently asked questions of 13 October 2026 are supervisory and self-regulatory material and rank below the Act and the Ordinance. Verify the current texts at the official sources linked above before acting. For advice on a specific matter, please contact us.