New Duties for Advisors in Real Estate Transactions

I. At a Glance

With the revision of the Swiss Anti-Money Laundering Act (AMLA), which enters into force on October 1, 2026, advisors who participate on a professional basis in certain legal transactions exhaustively listed in the AMLA will become subject to the AMLA.

All advisors who participate on a professional basis in real estate transactions must comply with wide-ranging new duties – from customer identification to record-keeping to the reporting duty in case of suspected money laundering. In addition to lawyers, accountants, M&A and transaction advisors, notaries, auditors, tax advisors, and fiduciaries, those in scope include in particular brokers, real estate developers, debt advisors, and family offices.

II. Background

The core of the AMLA reform is the introduction of a new category of persons subject to the AMLA: so-called «advisors». Unlike the financial intermediaries, which are already in-scope, this new category does not tie to a particular professional status or to the execution of financial transactions, but rather to participation on a professional basis in specific legal transactions exhaustively listed in the AMLA. This represents a paradigm shift: for the first time, persons who do not themselves execute financial transactions but who advise third parties on a professional basis in relation to certain legal transactions (including real estate transactions) will become subject to the anti-money laundering duties.

The AMLA reform enters into force on October 1, 2026. No transitional periods exists for persons subject to this new ALMA regime nor for compliance with the anti-money laundering duties. There is therefore an immediate need for action for all persons who participate in real estate transactions in an advisory capacity on a professional basis.

III. Overview of Key Changes

A. Application of the AMLA to Advisors

Going forward, all advisors (see Section 1 below) who participate on a professional basis (see Section 3 below) in a relevant manner (see Section 2 below) in certain legal transactions (see Section 4 below) will be subject to the AMLA.

1. Definition of Advisors

Advisors are individuals and legal entities that participate on a professional basis for third parties in financial transactions – including raising of funds – in connection with certain legal transactions exhaustively listed in the AMLA (Art. 2 para. 3^bis AMLA).

This new AMLA regime is not tied to a particular job title or professional affiliation, but to the activity actually performed. When participating on a professional basis in a covered legal transaction, the following persons in particular may newly fall under the AMLA: lawyers, accountants, M&A and transaction advisors, notaries, auditors, tax advisors, fiduciaries, but also brokers, real estate developers, debt advisors, and family offices.

As a general rule, architects, engineers, appraisers, total or general contractors, and property managers are not covered, provided they do not participate in the structuring of a transaction.

Likewise not covered are internal staff of a company who exclusively provide advisory services for their own company or its group companies (Art. 2 para. 3 let. a AMLO).

2. Relevant Legal Transactions

The catalog of relevant legal transactions and activities comprises the following:

2.1 Purchase and Sale of Immovable Property (Art. 2 para. 3^bis let. a AMLA)

Covered is any participation in the purchase or sale of immovable property (Grundstücke), including the pre-sale agreements (Verkaufsversprechen) and the purchase agreement. Asset deals fall under this provision in all cases; share deals do so only where the transaction concerns an interest in a real estate company. Transactions in connection with the compulsory auction of immovable property are also covered.

Immovable property means land, independent and permanent rights recorded in the land register, mines, and co-ownership shares in immovable property (Art. 12e para. 1 AMLO in conjunction with Art. 655 para. 2 Swiss Civil Code (CC)).

The encumbrance of immovable property with a usufruct or a building right (Baurecht), where consideration is paid therefor, is also covered (Art. 12e para. 2 let. b AMLO).

Not relevant is advice provided in connection with the creation, modification, or deletion of an easement, another limited right in rem (eines beschränkt dinglichen Rechts), or a lien on immovable property (e.g., advice in connection with taking out a mortgage).

The real estate transaction must provide for consideration, which, in addition to cash, may also consist of an object (e.g., shares, precious metals, land) in the form of an exchange.

Given the low money laundering risk, the following transactions are expressly not relevant (Art. 2 para. 4^ter AMLA):

• Transactions involving immovable property and legal entities arising from family law, matrimonial law, matrimonial property law, inheritance law, or gifts, or where the parties are persons who are connected to each other by family ties or economically within the meaning of Art. 2 para. 2 let. a FinIA.
• Transfers of immovable property and legal entities with a value below CHF 5 m, provided the purchase price is paid and received exclusively through a financial intermediary subject to the AMLA.
• Purchase of owner-occupied residential properties in Switzerland or purchase of residential properties serving as replacement properties in Switzerland within the meaning of Art. 12 para. 3 let. of the Federal Act on the Harmonization of Direct Taxes of Cantons and Municipalities (DTHA).
• Transfer of agricultural enterprises or immovable property pursuant to the Federal Act on Rural Land Law (ARLA) to persons who intend to cultivate them themselves.
• Transfer of immovable property for the purpose of land consolidation and similar processes.

2.2 Activities in Connection with Non-Operating Legal Entities (Art. 2 para. 3^bis let. b–e AMLA)

Subject to this provision is any participation in the formation or establishment of non-operating legal entities having their seat in Switzerland, in the management or administration of non-operating legal entities in Switzerland or abroad, in contributions to or distributions from non-operating legal entities, as well as in the purchase or sale of legal entities, provided this is effected by a non-operating legal entity.

The concept of non-operating legal entities is broad and covers all companies, foundations, and trusts that do not engage in commercial business activities. In real estate practice, these are notably pure real estate holding companies, real estate special purpose vehicles (SPVs), or companies that exclusively hold or manage properties (PropCos).

2.3 Formation and Establishment of Legal Entities with Their Seat Abroad (Art. 2 para. 3^bis let. b AMLA)

Subject to this provision is any participation in the formation or establishment of legal entities with their seat abroad, regardless of whether the legal entities are operationally active or not.

2.4 Professional Provision of an Address or Premises for Legal Entities (Art. 2 para. 3^ter AMLA)

Subject to this provision is the offering on a professional basis of addresses or premises as a domicile or seat for legal entities for a period of more than six months. It is irrelevant whether the legal entities have their seat in Switzerland or abroad or whether they are operationally active or not.

The mere leasing of a property to a legal entity does not, as a general rule, fall under the AMLA. The purpose of the lease is generally not to provide an address as a registered office, but to grant the use of the premises as such.

3. Definition of «On a Professional Basis»

The new AMLA provisions require that the advisory activity is exercised «on a professional basis». Occasional advice of minor scope is not covered.

An activity is considered to be exercised on a professional basis if it is a self-employed activity aimed at achieving permanent income (Art. 12f para. 1 AMLO). In addition, the AMLO defines four alternative thresholds, the exceeding of any one of which irrebuttably constitutes a professional basis:

• Gross revenue of more than CHF 50,000 per calendar year from the relevant activity;
• Advising more than 20 clients or participating in more than 20 relevant legal transactions per calendar year;
• Advice relating to third-party assets that exceed CHF 5 m at any point intime;
• Advice on financial transactions with a total volume of more than CHF 2 m per calendar year.

It is sufficient if any one of these thresholds is exceeded.

4. Definition of Participation

The AMLA defines «participation» as any advice that causally contributes to a relevant legal transaction (i.e., to the real estate transaction): any activity that influences the specific form of the legal transaction and without which it would have taken a different course is relevant. This expressly includes preparatory acts – in particular the structuring of a transaction, the drafting of contracts, the conduct of negotiations, or tax optimization – regardless of whether the transaction ultimately materializes. However, an involvement of a certain intensity is required; merely peripheral points of contact without causal relevance are not sufficient. Equally not relevant are purely abstract inquiries without a discernible connection to a specific legal transaction (e.g., general assessments in the context of firm presentations).

5. Scope of Application

The persons concerned are not subject to the AMLA in respect of their entire activity, but exclusively with regard to their participation in the legal transactions covered by the relevant catalog of activities under the AMLA.

B. Abolition of the Threshold for Real Estate Dealers

Dealers are subject to the due diligence duties – i.e., the identification, establishment, clarification, and record-keeping duties – if they accept more than CHF 100,000 in cash in the course of a commercial transaction (Art. 8a para. 1 and para. 2 AMLA).

With this ALMA reform, this threshold is abolished for the real estate trade, i.e., real estate dealers will henceforth be subject to the due diligence duties for any cash payment – regardless of the amount.

C. Anti-Money Laundering Duties for Advisors

1. Overview

Upon becoming subject to the AMLA, advisors must fulfill various duties.

Unlike for financial intermediaries, the specification of these duties is not set forth in the FINMA Anti-Money Laundering Ordinance (AMLO-FINMA), but rather in the regulations of the respective self-regulatory organization (SRO). While the AMLO-FINMA contains detailed requirements for financial intermediaries, only the SRO regulations are authoritative for advisors. This may lead to different standards depending on which SRO the advisors join.

Art. 8c para. 2 AMLA obliges the SROs to specify the scope of the due diligence duties in detail and to provide for simplified or enhanced due diligence duties depending on the risk profile of the transaction or the client. The SRO regulations will thus become the central point of reference for the practical implementation of the new duties for advisors.

2. Identification and Establishment Duties

Advisors must, on the one hand, verify the identity of the client and, on the other hand, establish the identity of the beneficial owner (Art. 8b para. 1 let. a and let. b AMLA), as well as identify the subject matter and purpose of the transaction or service desired by the client (Art. 8b para. 2 AMLA). If doubts arise in the course of the business relationship regarding the identity of the contracting party or the beneficial ownership, the verification or the establishment must be repeated (Art. 5 para. 1 AMLA). If the subject matter and purpose of the transaction or service desired by the client changes, this must likewise be recorded.

3. Record-Keeping Duties

Advisors must adequately document all verifications, establishments, and clarifications, such that they are comprehensible to qualified third parties and enable them to form a judgment regarding the transactions and business relationships as well as compliance with the AMLA provisions (Art. 8b para. 1 let. c AMLA).

4. Enhanced Due Diligence Duties in Case of Increased Risks

The scope of the due diligence duties is determined by the risks posed by the transaction, the service, or the client (Art. 8c para. 1 AMLA).

In case of increased risk, in-depth clarifications must be conducted regarding the purpose and background of the transaction or service desired by the client (Art. 8b para. 2 AMLA).

In practice, increased risks are likely to exist in particular in the following constellations:

• complex, multi-layered structures without a discernible economic purpose;
• transactions with a connection to high-risk countries;
• involvement of politically exposed persons (PEPs);
• mandates without personal contact;
• unusually high transaction volumes; or
• clients whose business activity or source of wealth does not appear plausible.

Depending on the circumstances, the in-depth clarifications comprise in particular:

• obtaining written or oral information from the contracting party, the beneficial owner, or the controlling person;
• visits to the place of business;
• consulting publicly available sources and databases; as well as
• inquiries with trustworthy third parties.

The results of such clarifications must be reviewed, assessed for plausibility, and documented accordingly.

5. Organizational Duties

Advisors must take appropriate organizational measures necessary to prevent money laundering, terrorist financing, and violations of the Embargo Act (EmbA) (Art. 8d AMLA).

The regulations of the respective SRO specify these duties in detail. An organization appropriate to the scope and risk content of the activity must be ensured.

In practice, the following measures in particular must be taken:

• issuance of internal directives and guidelines;
• adequate organization of client onboarding and mandate management process, in particular to ensure compliance with the identification, establishment, clarification, and record-keeping duties;
• training and continuing education of employees; as well as
• undertaking regular controls to ensure compliance with the anti-money laundering duties and the provisions of the applicable SRO regulations.

6. Reporting Duties

Advisors must immediately file a report with the Money Laundering Reporting Office Switzerland (MROS) where there is a well-founded suspicion of money laundering, a felony, terrorist financing, or organized crime (Art. 9 para. 1^ter  AMLA).

For lawyers and notaries who are subject to professional secrecy under Art. 321 of the Swiss Criminal Code (SCC), special rules apply: they are only required to file a suspicious activity report if two conditions are cumulatively met. First, they must be executing a financial transaction in the name of or on behalf of the client; second, the relevant information must not be protected by professional secrecy (Art. 9 para. 2 AMLA). In practice, this double restriction results in a broad exemption of typical legal and notarial advisory activities from the reporting duty.

A violation of this reporting duty is punishable under Art. 37 AMLA (fine of up to CHF 500,000 in case of willful intent and fine of up to CHF 150,000 in case of negligence).

In addition to the reporting duty, a comprehensive prohibition of information applies: advisors may not inform the persons concerned or third parties that they have filed a report (Art. 10a para. 5 AMLA).

Furthermore, there is a duty to provide information to MROS: if MROS requires additional information for the analysis of a report received, the reporting advisors must provide such information upon request, to the extent it is in their possession (Art. 11a AMLA).

Reporting advisors have the right to terminate the reported business relationship at any time (Art. 9b para. 2^bis AMLA). This rule fundamentally differs from the regime applicable to financial intermediaries: while the latter are, following a report, generally bound by MROS’s instructions and may under certain circumstances be required to freeze assets, advisors are free to terminate the mandate relationship immediately and without further conditions.

7. Timing of Compliance with the Duties

There is no transitional period for the application of the anti-money laundering duties upon entry into force of this legislative reform. Persons who on October 1, 2026, are engaged in an activity as an advisor within the meaning of the AMLA must comply with the applicable duties from that date (cf. Art. 12g para. 1 let. a AMLO).

Within an individual mandate, the question arises as to from what point in time the duties apply. For real estate transactions, the Ordinance expressly provides that the new legal regime in connection with the purchase or sale of immovable property commences once both the buyer and the seller have declared their intent to enter into the purchase agreement (Art. 12e para. 3 AMLO).

In practice, it is advisable to fulfill the due diligence duties already at the beginning of the project (i.e., opening of the mandate), provided a connection to one of the listed legal transactions is discernible or foreseeable.

For mandates that commenced before October 1, 2026, and continue beyond that date, the following applies: the due diligence duties are applicable from the date of entry into force also to ongoing mandates, to the extent they involve advisory activities subject to the AMLA (Art. 12g para. 1 let. a AMLO). Such advisors will therefore need to review their existing mandate portfolio for AMLA relevance and, where applicable, retroactively complete the required identification and record-keeping steps before continuing the advisory activity.

D. Affiliation with an SRO

All advisors subject to this new regime must mandatorily affiliate with a FINMA-recognized SRO (Art. 14 para. 1 AMLA). Persons who on October 1, 2026, are already engaged in an activity subject to the AMLA must submit an application for affiliation by December 1, 2026 (Art. 12g para. 1 let. b AMLO). Until affiliation with an SRO, advisors may continue to advise existing clients and accept mandates for new transactions and services from them (Art. 12g para. 2 AMLO). However, as mentioned, the due diligence duties must be complied with from October 1, 2026, onwards (Art. 12g para. 1 let. a AMLO). If no application for affiliation is submitted by December 1, 2026, or if the application is rejected, advisors may not perform activities pursuant to Article 2 para. 3^bis  or 3^ter  AMLA (Art. 12g para. 3 AMLO).

If advisors withdraw from an SRO or are excluded by it, they must submit an application for affiliation with another SRO within two months (Art. 12h para.1 AMLO). Until a decision on the new affiliation is made, the activity may only be continued within the scope of existing business relationships, i.e., new activities subject to the AMLA may not be undertaken (Art. 12h para. 2 AMLO). If no application for affiliation is submitted or if the application is rejected, the person concerned is prohibited from continuing to act as an advisor within the meaning of the AMLA (Art. 12h para. 3 AMLO).

IV. Impact on the Real Estate Industry and Recommended Actions

A. Impact

The purchase and sale of immovable property is listed first among the covered catalog of legal transactions. Any person who participates on a professional basis in real estate transactions are therefore directly affected – in particular:

• Lawyers who draft or negotiate purchase or sale agreements or otherwise participate in the planning or execution of real estate transactions;
• Notaries, to the extent they participate in an advisory or structuring capacity in real estate transactions beyond mere notarization work;
• M&A and transaction advisors in real estate transactions;
• Tax advisors who structure real estate transactions;
• Fiduciaries who manage real estate companies or act as nominee shareholders;
• Brokers, to the extent they participate in the transaction in a structuring capacity beyond mere brokerage (i.e., simply bringing together buyer and seller) (e.g., active participation in contract drafting or price negotiation);
• Real estate developers who participate on a professional basis for third parties in structuring transactions or establishing project companies;
• Debt advisors who participate for third parties in structuring leveraged real estate transactions and are not yet subject to the AMLA themselves; and
• Family offices that advise their clients on real estate transactions or manage real estate companies.

Transfers of immovable property with a value below CHF 5 m are exempt, provided the purchase price is paid and received exclusively through banks or other financial intermediaries subject to the AMLA. In practice, this exception is likely to cover numerous residential property transactions, which, if owner-occupied, are already exempt in any event, but not the majority of commercial real estate transactions.

B. Practical Recommendations for Action

For advisors active in the real estate industry, there is an immediate call to action. The following steps should be completed before October 1, 2026:

1. Review of Existing Projects and Mandates

Every advisor must carefully assess whether their own activity falls within the catalog of legal transactions. This also includes a review of ongoing mandates:

• Which mandates involve real estate transactions above CHF 5 m?
• Am I advising on financial transactions that meet the catalog criteria with a total volume of more than CHF 2 m per calendar year?
• Are non-operating real estate companies being formed, managed, or transferred for third parties?
• Are there domiciliation or nominee activities in connection with real estate companies?

It is advisable to conduct a systematic client/matter review using a checklist that covers all relevant transactions.

2. Prepare SRO Affiliation

Persons who on October 1, 2026, are already engaged in an advisory activity subject to the AMLA must submit an application for affiliation with an SRO by December 1, 2026. The deadline is short. The following should be noted:

• The selection of the appropriate SRO should be made early (in particular taking into account industry-specific focus and regulatory content).
• Affiliation requires that internal regulations and the operational organization ensure compliance with the anti-money laundering duties.
• The responsible persons must enjoy a good reputation and provide assurance of compliance with the relevant duties.

Caution: Without SRO affiliation, no new AMLA-mandates should be accepted from October 1, 2026.

3. Implement Procedures and Systems

The organizational requirements must be fully implemented and operational by the effective date. This includes in particular:

• Client onboarding process: Systematic review with every new mandate as to whether the requested activity falls under the AMLA; if so: verification of the identity of the contracting party, establishment of the identity of the beneficial owner, assessment of increased risks, and documentation of results.
• Internal directives and guidelines: Issuance of directives and guidelines on AMLA compliance.
• Documentation: Establishment of structured filing that is comprehensible to a qualified third party (SRO auditor) and enables the timely provision of required information and documents to MROS and other authorities upon request.
• Risk assessment: Implementation of a process for identifying increased risks (PEPs, complex structures, high-risk countries, implausible source of wealth).
• Training: Regular training and continuing education of all involved employees on the anti-money laundering duties, the detection of suspicious transactions, and the reporting system.
• Controls: Introduction of regular internal reviews and spot checks to ensure compliance with the anti-money laundering duties and the provisions of the applicable SRO regulations.

4. Amendments to Transaction Procedures

For relevant real estate transactions, the due diligence duties must be embedded in the existing transaction procedures – ideally as an integral part of the client onboarding. In concrete terms, this means:

• For transactions above CHF 5 m: the due diligence duties are fulfilled prior to commencing the substantive advisory activity.
• For transactions below CHF 5 m: ensuring that all payments are processed through financial intermediaries subject to the AMLA. If this is not the case, the due diligence duties must be complied with.
• For share deals involving real estate companies: assessing whether the company qualifies as a non-operating legal entity (which may trigger additional catalog transactions).

5. Know and Prepare for Reporting Duties

Internal escalation processes for suspicious activity reports to MROS must be defined and communicated to employees.

C. Overview of Key Deadlines and Required Actions

The following overview summarizes the key deadlines and required actions:

• Immediately: Conduct a systematic client/matter review, including assessing whether one’s own activities fall within the catalog of relevant legal transactions; mandate inventory of ongoing and future mandates.
• Immediately: Select the appropriate SRO and prepare the application for affiliation (requirements: internal regulations, operational organization, good reputation of responsible persons).
• Immediately: Submit SRO application for affiliation (deadline: December 1,2026).
• By October 1, 2026: Fully implement internal processes and systems (client onboarding process, directives, documentation, risk assessment, training, controls).
• From October 1, 2026: Comply with the due diligence duties for all covered mandates; review ongoing mandates for AMLA relevance and, where applicable, retroactively complete identification and record-keeping steps.
• Ongoing: Monitor the development of SRO regulations; adapt internal processes as needed; test and keep reporting and escalation processes up to date.

V. Conclusion and Outlook

The changes to the AMLA represent a paradigm shift for the real estate industry: for the first time, advisors who participate on a professional basis in real estate transactions are directly subject to anti-money laundering duties – with far-reaching consequences for mandate management, internal organization, and transaction procedures.

The call to action is considerable and the remaining time until entry into force on October 1, 2026, is short. In particular, the following points cannot be delayed:

• Assessing whether one’s own activities falls within the catalog of relevant legal transactions – including a review of the existing mandate portfolio;
• Selecting and affiliating with an SRO (deadline: December 1, 2026);
• Implementing organizational and procedural measures (client onboarding, identification, documentation, internal directives, training).

Those who act early can implement the requirements efficiently and minimize regulatory risks. Those who wait, however, risk being active from the effective date without the necessary structures in place – with potential supervisory and criminal law consequences.

The specification of duties through the SRO regulations is in part still pending and will bring further clarity. This development must be closely monitored.