The beneficial owner is the natural person who ultimately stands behind a client. Since 1 October 2026, lawyers and notaries who advise on transactions covered by the revised Anti-Money Laundering Act (AMLA, in French LBA, in German GwG) must identify that person and verify their identity (art. 8b para. 1 let. b AMLA).
The answer depends on what kind of client you have. For an operating company, the Act uses a threshold of 25% of the capital or votes. For a domiciliary company or another non-operational entity, it looks at the person ultimately entitled to the assets, with no threshold. This article explains both cases, the declarations to obtain and what the transparency register changes.
The essentials
- Operating company: the person who holds at least 25% of the capital or votes, or controls the company in another way; failing that, the most senior member of the executive body (art. 2a para. 3 AMLA).
- Domiciliary company or other non-operational entity: the person ultimately entitled to the assets, with no 25% test.
- A written declaration is required in the cases set by the SRO's regulation, and, subject to the exceptions in art. 37bis Regulation, for the controlling person of an unlisted operating company (art. 30 para. 2 and art. 36 OAR FSA/FSN Regulation).
- The declaration gives the surname, first name, date of birth, home address and nationality (art. 32 Regulation).
- The transparency register helps, but does not replace your own checks (art. 23 para. 2 LTPM).
What the AMLA requires of advisers
Advisers must identify the beneficial owner with the care the circumstances require and verify their identity (art. 8b para. 1 let. b read with art. 4 para. 1 AMLA). The Act requires a declaration from the client when the client is not the beneficial owner or there is doubt about it, or when the client is a domiciliary company or an operating legal entity (art. 4 para. 2 let. a and b AMLA).
The declaration must be in writing or in another form that can be evidenced by text (art. 4 para. 2 AMLA). Your SRO's regulation sets how to do this in practice. For lawyers and notaries, that is usually the regulation of the OAR FSA/FSN (SRO SAV/SNV), in force since 1 October 2026.
Operating companies: the 25% rule
The beneficial owners of an operating legal entity are the natural persons who ultimately control it because they hold, directly or indirectly, alone or together with a third party, at least 25% of the capital or votes, or who control it in another way. If they cannot be identified, the most senior member of the executive body must be identified instead (art. 2a para. 3 AMLA).
The OAR FSA/FSN Regulation calls this person the controlling person. If the client is an unlisted operating legal entity or partnership, you require a written declaration of who the controlling person is (art. 36 para. 1 Regulation). No declaration is needed, among others, for listed companies and their majority-controlled subsidiaries, public authorities, certain supervised financial intermediaries and simple partnerships (art. 37bis Regulation).
Domiciliary companies: no 25% threshold
Non-operational legal entities are legal persons, companies, institutions, foundations, trusts and similar arrangements that were not set up or run to operate or support the operating business of a company or group, in particular domiciliary companies (art. 2a para. 6 AMLA).
For them, the question is not who holds 25% of the shares but who is ultimately entitled to the assets. The regulation defines the beneficial owner as the natural person who, in fact or in law, has ultimate control over the assets at all times (art. 2 let. f Regulation). If the client is a domiciliary company, a declaration on the beneficial owner is always required (art. 30 para. 2 let. c Regulation). This is often the first point to settle, since creating, managing and administering non-operational entities are among the covered activities.
For trusts and other asset structures, the regulation requires a declaration covering further persons, such as the actual settlor, the trustee, any protectors and the beneficiaries (art. 33 Regulation).
When is a written declaration required?
Besides the controlling person, you require a written declaration on the beneficial owner of the assets when (art. 30 para. 2 Regulation):
- the client is not the beneficial owner;
- there is doubt about who the beneficial owner is;
- the client is a domiciliary company;
- it is known, or there are concrete indications, that an operating company holds the assets for a third party as a fiduciary;
- the relationship is established without meeting in person;
- there is a suspicion of money laundering or terrorist financing.
There is doubt in particular when a third party acts under a power of attorney without a recognisably close link to the client, when the assets are clearly out of proportion to the client's known financial situation, or when other unusual findings arise (art. 30 para. 4 Regulation). If you have no doubt that the client is the beneficial owner, you record that appropriately in the file (art. 30 para. 3 Regulation).
Content, signature and follow-up
The declaration gives the natural person's surname, first name, date of birth, home address and nationality (art. 32 Regulation, which art. 36 also applies to controlling persons). It is signed by the client or by someone holding a written power of attorney. For a legal entity, signing authority follows from the commercial register extract or other company documents (art. 30 para. 5 Regulation).
If serious doubts about the accuracy of the declaration remain after further clarification, you decline the matter, do not carry out the service or end the relationship (art. 37 Regulation). Identification is repeated when doubt arises or when there are signs that the information no longer matches reality (art. 38 Regulation). The file is kept for ten years after the matter ends (art. 7 para. 3 AMLA).
Form A and Form K: banking terms
In banking practice these two declarations are called Form A (beneficial owner) and Form K (controlling person). The names come from the Swiss banks' Code of Conduct on due diligence (CDB/VSB), not from the Act. The OAR FSA/FSN publishes its own templates, titled in French Identification de l'ayant droit économique and Identification du détenteur du contrôle, which firms may adapt. It states that advisers are free to choose how they meet their duties, as long as the legal and regulatory requirements are met.
What about the transparency register?
Since 1 October 2026, advisers may consult the transparency register under the LTPM to the extent needed for their due diligence (art. 27 LTPM). But they may rely on the entries only if their own checks, carried out with due care under the AMLA, show nothing unusual (art. 23 para. 2 LTPM).
The register also follows the LTPM's control concept: at least 25% of the capital or votes, or control in another way, failing which the most senior member of the executive body (art. 4 LTPM). For a domiciliary company, your AMLA file must instead establish who is ultimately entitled to the assets. A register extract is therefore a useful document for the file, not the end of the check.
Frequently asked questions
Does the 25% threshold apply to a domiciliary company? No. The 25% threshold applies to operating companies (art. 2a para. 3 AMLA). For a domiciliary company or another non-operational entity, the beneficial owner is the person ultimately entitled to the assets.
Who is the controlling person if nobody holds 25%? The person who controls the company in another way. If nobody can be identified, you identify the most senior member of the executive body (art. 2a para. 3 AMLA).
Is an extract from the transparency register enough? No. You identify the beneficial owner under the AMLA and may rely on the register only if your own checks show nothing unusual (art. 23 para. 2 LTPM). Where your SRO's regulation requires a signed declaration, you obtain it in any case.
Does the declaration have to be signed by hand? The AMLA requires a declaration in writing or in a form that can be evidenced by text (art. 4 para. 2 AMLA). The OAR FSA/FSN Regulation requires a signed declaration (art. 30 para. 5 Regulation). Whether a given electronic form is enough for your practice is a question to clarify with your SRO.
Establishing the beneficial owner in Whisperit
In Whisperit's LBA module, the client fills in their details through a personal link protected by an access code, in French, German, Italian or English. Whisperit turns them into the beneficial-owner and controlling-person declarations, as PDFs in four languages, fingerprinted before signature. The client signs by checkbox through the link, or on paper and you upload the scan. The module is in early access. Forms for foundations and trusts are not available yet. See how Whisperit records the beneficial owner and controlling person in an LBA file.
Sources
This article summarises the law in force on 1 October 2026 for general information, as at September 2026. It is not legal advice. The legal texts and your SRO's regulation prevail.