Five × Five: New AMLA Obligations For Advisers – Where Legal Privilege Ends And Due Diligence Begins

For Swiss entrepreneurs, family offices and advisers, the key question is therefore precise: when is the adviser providing protected legal advice, and when is the adviser professionally participating in a covered transaction that triggers AMLA due diligence?

Swiss law does not answer that question by looking at a job title. It looks at the substance of the mandate. Legal advice, dispute strategy and representation remain protected by professional secrecy. Covered transactional support, entity structuring, domiciliation and financial-transaction participation may trigger statutory AMLA obligations.

Below are five questions and five practical answers on where the line should be drawn.

1. Are all advisers now subject to AMLA?

No. The revised AMLA applies to “advisers” only where the statutory conditions are met.

Under revised Art. 2 para. 1 let. c and Art. 2 para. 3bis AMLA, advisers include natural and legal persons who, on a professional basis and for third parties, participate in financial transactions, including the organisation of funds, in relation to specified legal acts. These include the sale or purchase of real estate, the creation or establishment of certain non-operational Swiss entities or foreign legal entities, the management or administration of non-operational legal entities, contributions and distributions of non-operational legal entities, and the sale or purchase of legal entities through non-operational legal entities. Revised Art. 2 para. 3ter AMLA also covers professional domiciliation services for legal entities where an address or premises are made available for more than six months.

There are also important exclusions. Lawyers and notaries acting in judicial, criminal, administrative or arbitral proceedings are outside the adviser regime for that activity, including representation, advice connected with preparing or conducting proceedings, fact clarification, litigation-risk assessment, avoiding proceedings, and enforcing the outcome of proceedings. Other statutory exclusions apply to certain low-risk family, succession, donation, own-use residential, agricultural, intra-related-party and authentication-only situations.

2. Where does legal privilege remain strongest?

In Swiss law, the relevant concept is professional secrecy, particularly under Art. 13 of the Federal Act on the Free Movement of Lawyers (“LLCA”, SR 935.61) and Art. 321 of the Swiss Criminal Code (“SCC”, SR 311.0). Art. 13 LLCA provides that a lawyer is subject to professional secrecy for all matters entrusted by clients in the exercise of the profession, without time limit and against third parties. Art. 321 SCC criminalises disclosure by lawyers, notaries and other listed professionals of secrets entrusted to them in their professional capacity or learned in the exercise of that capacity, subject to statutory exceptions.

Professional secrecy is strongest where the work is recognisably lawyer-specific: legal analysis, legal opinions, dispute strategy, regulatory defence, representation before authorities or tribunals, and fact-finding that is necessary for legal advice or litigation-related representation. The Federal Supreme Court has confirmed that fact-finding connected with pending or threatened disputes can fall within the core area of lawyer activity; it has also confirmed that statutory compliance tasks, business administration and asset-management type activities are not automatically protected merely because they are performed by a lawyer.

3. Where does AML due diligence begin?

AMLA due diligence begins when the adviser falls within the revised statutory scope. Once in scope, revised Art. 8b AMLA requires advisers to verify the client’s identity, identify the beneficial owner, establish and retain documents, identify the object and purpose of the requested transaction or service, and clarify the background and purpose where elevated risks relating to the transaction, service or client justify it. Revised Art. 8c AMLA makes the extent of due diligence risk-based, allowing simplified or enhanced measures depending on the risk profile. Revised Art. 8d AMLA requires organisational measures to prevent money laundering, terrorist financing and violations of coercive measures under the Embargo Act.

The trigger is not simply that a matter “feels risky”. Risk matters after the statutory gateway is crossed. The first question is whether the adviser is professionally participating, for a third party, in a covered activity. The second question is whether the risk level requires standard, simplified or enhanced diligence.

4. Does AML reporting override professional secrecy?

Not as a general rule.

Revised Art. 9 para. 1ter AMLA introduces reporting duties for advisers where statutory suspicion thresholds are met, including grounded suspicions involving money laundering, qualified tax offences, criminal or terrorist organisations, or terrorist financing. For lawyers and notaries, however, revised Art. 9 para. 2 AMLA contains a specific limitation: a lawyer or notary acting in that capacity is subject to the reporting duty only if they carry out a financial transaction in the name or for the account of a client and the information is not protected by professional secrecy under Art. 321 SCC.

The same logic appears in revised Art. 11a AMLA on MROS requests for additional information: lawyers and notaries are only required to provide information under the conditions of revised Art. 9 para. 2 AMLA.

5. How should advisers build a defensible workflow?

The safest structure is a two-track workflow.

Track A — Legal advice and professional secrecy. This file contains legal questions, counsel’s analysis, procedural strategy, regulatory defence, litigation-risk assessment, and lawyer work product. Access should be limited. Distribution should be controlled. Documents should show that the dominant purpose is legal advice or representation.

Track B — AMLA due diligence and auditability. This file contains identity verification, beneficial-owner identification, transaction purpose, source-of-funds or source-of-wealth documentation where relevant, risk classification, escalation notes, and evidence of organisational controls. Where the adviser is in scope, this file should be capable of demonstrating compliance without disclosing protected legal strategy.

The revised AMLA also addresses the protection of professional secrecy in supervision. Revised Art. 18a AMLA requires self-regulatory organisations, when conducting AMLA controls of lawyers and notaries, to use lawyers and notaries for those controls and restricts access to professional-secrecy material, subject to specific statutory conditions.

What should Swiss entrepreneurs and family offices do now?

Swiss entrepreneurs, family offices and privately held groups should review their adviser ecosystem before 1 October 2026. The most exposed situations are cross-border restructurings, real estate transactions, holding-company formations, domiciliary structures, acquisition vehicles, family-office platforms and transactions involving non-operational legal entities.

The first step is mandate mapping. Identify which advisers give legal advice, which participate in execution, which administer entities, which provide addresses or domiciliation, which coordinate funds, and which interact with banks or other financial intermediaries. Then align engagement letters, onboarding procedures, privilege protocols, AMLA trigger checklists and document retention practices.

The practical objective is simple: keep the legal core of the mandate protected, while ensuring that any AMLA-relevant activity is documented, risk-assessed and auditable.

How LINDEMANNLAW helps

LINDEMANNLAW assists entrepreneurs, family offices, investors and advisers in structuring advisory workflows that preserve professional secrecy while meeting AMLA due diligence expectations. We support clients with mandate scoping, beneficial-owner analysis, risk-based due diligence, cross-border structuring, regulatory investigations, sanctions and Embargo Act controls, and privilege-sensitive documentation.

Where a matter combines legal strategy and transaction execution, the issue is not whether to choose privilege or compliance. The issue is to design a workflow that protects both.

If your business, family office or advisory structure may be affected by the revised AMLA, contact our team for a confidential assessment of the mandate scope, privilege position and compliance steps required before 1 October 2026.

Disclaimer: This article is provided for general information only, reflects the position as at 01st July 2026 and does not constitute legal or tax advice. Specific advice should be obtained before relying on the revised AMLA in any transaction, filing, audit or regulatory interaction.

Sources

• Federal Act of 10 October 1997 on Combating Money Laundering and Terrorist Financing, SR 955.0, as amended by the Federal Act of 26 September 2025, RO 2026 322 / parliamentary bill 24.046: revised Art. 2 para. 1 let. c, Art. 2 para. 3bis–3quater, Art. 2 para. 4 let. f, Art. 2 para. 4bis–4ter, Art. 2a para. 6, Art. 2b, Art. 8b–8d, Art. 9 para. 1ter and para. 2, Art. 10a para. 5, Art. 11a, Art. 14, Art. 18a and Art. 22b.
• Swiss Federal Council, media release of 12 June 2026, “Federal Council brings new anti-money laundering rules into force”; State Secretariat for International Finance, “Anti-Money Laundering”, published 12 June 2026.
• Federal Act of 23 June 2000 on the Free Movement of Lawyers, SR 935.61, Art. 13; Swiss Criminal Code of 21 December 1937, SR 311.0, Art. 321.
• Swiss Federal Supreme Court: ATF 150 IV 470 / TF 7B_158/2023, 6 August 2024; TF 5A_112/2022, 22 January 2025; ATF 147 IV 385 / TF 1B_333/2020, 22 June 2021; TF 1B_433/2017, 21 March 2018; TF 1B_85/2016, 20 September 2016.