Swiss AMLA (Anti-Money Laundering Act) requires financial intermediaries — including FINMA-licensed IAMs — to identify the natural persons who ultimately own or control every corporate client. This obligation, established in AMLA Article 4, is the most substantive and most frequently deficient element in IAM KYC files. The identification runs to natural persons — another legal entity cannot be the final beneficial owner, regardless of how the ownership chain is structured.
What AMLA is
AMLA (Geldwäschereigesetz GwG) is Switzerland's primary anti-money laundering statute, enacted in 1997 and substantially revised in 2016 and 2025. It establishes the core due diligence obligations of financial intermediaries:
| Article | Obligation |
|---|---|
| Art. 3 | Identity verification — confirm the contracting party is who they say they are |
| Art. 4 | Beneficial ownership identification — identify the natural person(s) ultimately in control |
| Art. 6 | Special diligence for elevated-risk relationships (PEPs, complex structures) |
| Art. 7 | Ten-year record retention for all due diligence documentation |
| Art. 9 | Suspicious activity reporting to MROS |
AMLA applies to all FINMA-supervised institutions and SRO-affiliated intermediaries, including IAMs. For IAMs, AMLA supervision is typically carried out by the FINMA-authorised supervisory organisation (SO) in conjunction with SRO membership (e.g. VQF).
The beneficial owner definition
A beneficial owner (wirtschaftlich berechtigte Person) is the natural person who ultimately owns or controls an asset or legal entity, regardless of intermediate structures. Under Swiss AMLA, this includes:
- Any natural person who directly or indirectly holds more than 25% of the capital or voting rights of a legal entity
- Any natural person who otherwise exercises dominant influence over the entity's management or assets — through board control, power of attorney, or contractual rights
The identification obligation runs to natural persons. A corporate intermediary — even a Swiss AG or GmbH — cannot be the final beneficial owner. The chain must be traced through every intermediate entity until natural persons are reached.
The 25% threshold
The 25% threshold is the standard trigger for mandatory beneficial ownership identification. Indirect holdings are calculated by multiplying percentages through the ownership chain. A person holding 60% of Company A, which holds 50% of Company B, effectively holds 30% of Company B — above the threshold.
Critical: The 25% threshold is not a safe harbour. Below the threshold, identification is still required if control is exercised through other means — shareholder agreements, board control, or contractual rights. The threshold is a minimum trigger, not an upper limit on the identification obligation.
Form A — Declaration of beneficial owner
Form A (Formular A / Vereinbarung über den wirtschaftlich Berechtigten) is the VQF-standardised declaration by which a client identifies the beneficial owner(s) of assets in the relationship.
When required: Whenever the contracting party is a legal entity and a natural person controls it through shareholding or equivalent means.
Who signs: The contracting party — not the beneficial owner — signs Form A on behalf of the relationship.
What it must contain:
- Full name, date of birth, nationality, and domicile of every natural person holding a beneficial ownership interest above 25%
- The same information for any other persons exercising dominant control
Retention: Form A must be retained for ten years after the end of the business relationship under AMLA Article 7.
Common deficiency: A Form A that names another legal entity as the beneficial owner is non-compliant. The ownership chain must be traced all the way to natural persons.
Form K — Declaration of controlling person
Form K (Formular K / Erklärung betreffend die kontrollierende Person) is used for domiciliary companies — letterbox entities with no operational substance — where a controlling person must be identified.
When required: When the entity is a domiciliary company and control is exercised through means other than direct shareholding — board control, power of attorney, or contractual rights — making Form A alone insufficient to reach a natural person.
Both forms may be required for complex structures where multiple control mechanisms are present.
The plausibility check — why it matters
Obtaining a signed Form A is necessary but not sufficient. AMLA and AMLO-FINMA require that the declaration be checked for plausibility. This is one of the most frequently cited deficiencies in VQF and SO audits.
The plausibility check involves:
- Cross-referencing named beneficial owners against the Handelsregister data (directors, quota holders for GmbHs)
- Requesting corporate charts or shareholder registers for intermediate entities in complex structures
- For GmbH clients, the quota holder list from Zefix provides a direct cross-check against the Form A — the named shareholders and their share amounts are publicly visible
- Resolving discrepancies — any mismatch between the Form A declaration and the register data must be resolved and documented, not silently filed
A file note recording the plausibility check — what sources were consulted, what was found, whether any discrepancies were identified and how they were resolved — is the standard documentation that auditors look for.
The Handelsregister and beneficial ownership
The Handelsregister records directors, board members, and authorised signatories — not beneficial owners. For GmbHs, the quota holder list (Gesellschafterliste) is publicly accessible through Zefix and provides a first layer of ownership data. For AGs, shareholder data is not disclosed in the register — making the Form A the sole mechanism for identifying beneficial ownership.
From mid-2026 — LETRA: The Legal Entities Transparency Act will introduce a central federal Transparency Register of beneficial ownership information for Swiss legal entities. This register will be accessible to Swiss-regulated financial intermediaries for KYC verification purposes. However, LETRA does not replace the Form A obligation — intermediaries must still obtain declarations directly from clients and conduct their own verification. See the LETRA article for full details.
Enhanced due diligence for high-risk ownership structures
AMLA Article 6 requires enhanced diligence when the beneficial ownership structure presents elevated risk factors:
- Domiciliary companies — letterbox entities with no real operations, no employees, and a fiduciary registered address. Form K is required. Additional source-of-funds and source-of-wealth documentation is standard.
- Complex multi-tier structures with multiple intermediate entities and no clear economic rationale. A full corporate chart tracing ownership to natural persons is required.
- PEP identified as beneficial owner — any natural person holding beneficial ownership who is a politically exposed person triggers enhanced due diligence, senior management approval before onboarding, and more frequent periodic reviews.
- High-risk jurisdiction — beneficial ownership running through entities in FATF-listed or Swiss country-risk-flagged jurisdictions triggers additional scrutiny.
Key terms
| Term | Definition |
|---|---|
| AMLA | Anti-Money Laundering Act — Switzerland's primary AML statute |
| Beneficial owner | Natural person ultimately owning or controlling more than 25% of capital/voting rights |
| Form A | Declaration of beneficial owner — signed by the contracting party |
| Form K | Declaration of controlling person — used for domiciliary companies |
| VQF | Leading SRO for Swiss IAMs — publishes standardised AMLA compliance forms |
| Domiciliary company | Letterbox entity with no operational substance |
| PEP | Politically Exposed Person — triggers enhanced due diligence |
| LETRA | Legal Entities Transparency Act — introduces central UBO register from mid-2026 |
| MROS | Money Laundering Reporting Office Switzerland — receives suspicious activity reports |