Money laundering: why Swiss businesses need stronger documentation

Even outside the AMLA, an SME must be able to explain its ownership, partners and financial flows. Here is the minimum file to maintain.

March 19, 2026 by

JBP

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A Swiss business is not automatically subject to the Anti-Money Laundering Act (AMLA). An industrial SME, a service firm or a retailer that settles ordinary transactions through a bank does not thereby become a financial intermediary.

It must nevertheless be able to explain who stands behind its partners, why a transaction makes economic sense, where funds come from when the circumstances require it, and who authorized payment. This documentation does more than answer the bank’s questions: it also protects management, accounting staff and the business when a transaction is challenged months later.

On March 20, 2026, the original publication date of this article, the Federal Council adopted a national strategy based on risk, cooperation and better-quality information. The practical message is straightforward: compliance is no longer just keeping an invoice in a folder called “miscellaneous”.

At a glance

Not every business is subject to the AMLA; first establish the nature of the activity actually performed.
Even outside the AMLA, criminal law, company law, accounting rules and bank requirements make consistent documentation essential.
A good file should explain the parties’ identities, beneficial control, the purpose of the transaction, the path of the funds and internal approvals.
Due diligence must be proportionate: collecting passport copies unnecessarily creates a data protection risk without improving compliance.
Since the original publication, the entry into force of the legal-entity transparency legislation (LTPM, its French abbreviation) and the revised AMLA has been set for October 1, 2026.

Anti-money laundering documentation: which obligation are we discussing?

Three levels are often confused. This leads either to doing nothing or to subjecting every supplier to an interrogation fit for opening a bank account. Neither extreme is readily defensible.

Level	Who is concerned	Documentation implications
Criminal law	Any person and, under certain conditions, the business	A transaction must not serve to obstruct the identification, discovery or confiscation of assets of criminal origin. Traceability helps demonstrate what was checked, decided and carried out.
AMLA	Financial intermediaries and other expressly covered categories, including certain traders in cash transactions exceeding statutory thresholds	Identification of the contracting party and beneficial owner, clarification, documentation, internal organization and, where the conditions are met, reporting to MROS.
Company law and accounting	Businesses subject to the relevant rules	Corporate registers, supporting records, resolutions of governing bodies and retention of accounting documents. Article 958f CO provides, in particular, a ten-year retention period for books, accounting records, annual reports and audit reports.
Contractual and banking requirements	Customers of banks, investors, groups and regulated partners	A bank or partner subject to the AMLA must understand its own relationship and may request evidence about ownership, activity, source of funds or an unusual transaction.

The money laundering offense under Article 305bis of the Criminal Code is not confined to banks. A misfiled invoice is obviously not, by itself, money laundering. However, knowingly participating—or accepting the criminal origin—in an act capable of removing the trail of assets exposes those involved to personal liability. Corporate liability may also arise under Article 102 of the Criminal Code, particularly where organization is inadequate.

Conversely, it would be legally incorrect to claim that every SME must apply the AMLA’s full set of due diligence obligations. The first question therefore remains whether the business actually performs a regulated activity. The profession’s name is insufficient; examine the services, powers exercised and flows handled.

Why does an unregulated SME remain concerned?

1. Because its bank must understand the flows

A bank must know its contracting party, identify the people controlling a company and clarify higher-risk or unusual transactions. If an SME’s account suddenly receives a large loan from a foreign company, pays a third party with no apparent contractual connection or receives proceeds from a transaction unrelated to its usual business, the bank may request explanations and documents.

The request does not necessarily mean the business is suspected of an offense. It may nevertheless delay payment, account opening or financing. A prepared file generally costs less than urgent reconstruction, especially when the person who “knew why” has left the company.

2. Because the accounts must reflect economic reality

An accounting entry does not replace evidence of the transaction. The description “consulting fees” explains neither the engagement, the work delivered nor the relationship with the provider. Shareholder loans, capital contributions, advances, retrocessions, commissions and related-party transactions require stronger documentation than a simple bank payment reference.

This requirement goes beyond money laundering: it also concerns taxation, VAT, governance, conflicts of interest and the liability of governing bodies. A transaction may be entirely lawful yet become tax non-deductible or difficult to defend because supporting records are missing.

3. Because ownership must be understandable

As of the editorial date of March 20, 2026, the Code of Obligations rules on share registers, beneficial ownership notifications and corresponding duties of Swiss limited liability companies (Sàrl) remain applicable according to the company’s form and circumstances. The commercial register does not always reveal who effectively controls a structure.

Distinguish the legal shareholder, the person exercising ultimate control and, under the applicable regime, the beneficial owner of the assets. These concepts are not always interchangeable. Mechanically reusing an old bank form can therefore produce a very full file that is nevertheless wrong—an administrative achievement best avoided.

The five questions the file must answer

Who is involved? Company name, identity, registered office, authorized signatories and verified contact details.
Who controls? Direct and indirect ownership, control agreements, nominee representatives and ultimate natural persons where the analysis requires them.
Why does the transaction exist? Contract, business purpose, price, services, delivery and consistency with the activity.
Where do the funds come from and where do they go? Paying account, beneficiary account, financing, loan, contribution, sale or other relevant economic source.
Who approved it? Signing authority, decision of the competent body, internal controls and handling of potential conflicts of interest.

The depth of checks depends on risk. A CHF 80 software subscription paid to a known supplier does not call for the same file as a CHF 800’000 loan from a newly incorporated company in an international chain of shareholdings.

Which documents should be kept for each transaction?

Situation	Useful records	Signs requiring clarification
Important new customer or supplier	Official extract, business identification number, signatories’ identities, contract and verified bank details; control structure where the risk warrants it	Refusal to disclose controlling persons, company without a real presence, inconsistent activity, contradictory documents
Shareholder loan or external financing	Contract, governing-body resolution, lender’s identity, financial terms, payment evidence and economic justification	Lender without apparent capacity, funds from a third party, no planned repayment, frequent changes of instructions
Unusual payment or payment to a third party	Detailed invoice, contract, delivery evidence, written instruction, connection between the third party and transaction, enhanced approval	Bank account changed at the last minute, splitting payments, unconnected beneficiary, unusual pressure or changing explanations
Related-party transaction	Contract, comparison of terms, resolution and minutes, conflict-of-interest declaration, evidence of services	Unsupported price, vague service, no deliverable, approval solely by the interested person
Cash, cryptoassets or a complex cross-border transaction	Identity, receipts, transaction evidence, relevant wallet or account, purpose, economic source and appropriate internal approval	No commercial logic, pursuit of anonymity, successive intermediaries, restricted countries or persons, rapid conversion without a reason

A proportionate method in seven steps

Map sensitive flows. Identify third-party payments, loans, contributions, cash, cryptoassets, international transactions, domiciliation arrangements and related-party transactions.
Define internal triggers. An amount unusual for the company, a new counterparty, an account change, a complex structure or a transaction outside ordinary business. These are internal control rules, not universal statutory thresholds.
Assign responsibilities. Who collects documents? Who checks them? Who can block payment? Who decides when there is doubt?
Use a short list of mandatory documents. The file should be complete before execution, with documented exceptions rather than boxes ticked afterwards.
Write a decision note for unusual cases. Facts, questions asked, answers received, documents examined, decision and approver.
Update when events occur. Changes in shareholders, governing bodies, bank accounts, countries, business models or controlling persons should trigger updates rather than mechanically waiting for the next year-end closing.
Archive readably and securely. Link documents to the transaction, protect access and apply the retention period associated with each legal basis.

The opposing view: excessive documentation can also be a mistake

A customer or supplier may argue that an unregulated SME has no reason to request a copy of an identity document or information about their assets. The objection is sometimes justified. Data protection requires an identifiable purpose, proportionate collection, restricted access and retention that does not continue merely out of habit.

The right response is therefore not “keep everything just in case”, but “keep what allows the transaction to be understood and defended”. A passport copy proves neither the reality of a service nor the source of financing. It may instead create an additional risk if circulated by email or stored in an overly accessible shared space. Our article on generative AI and data protection in Swiss SMEs explains the same principles of minimization and access control.

What should you do when a transaction cannot be explained?

Suspend execution early enough to retain room for action. Request a written explanation, compare it with contracts and flows, verify the signatories’ identities and have the file approved by someone without a direct interest in the transaction.

If inconsistencies persist, the company must determine whether it is subject to the AMLA and which obligations follow. An unregulated company should not improvise a report to MROS as though it were a financial intermediary. Depending on the facts, it may need to refuse the transaction, consult a specialist or consider appropriate steps under criminal law. The decision depends on the specific case.

Update of September 2, 2026

At the original publication on March 20, 2026, the Federal Act on the Transparency of Legal Entities (LTPM, its French abbreviation) and the revised AMLA had been adopted by Parliament, but their entry-into-force date was not yet fixed. The Federal Council has since set it for October 1, 2026.

The LTPM introduces a federal beneficial ownership register and specific identification, verification, documentation and reporting obligations for many entities. The revised AMLA also brings certain professionally performed advisory activities within its scope. For deadlines and operational preparation, see our analyses of the Swiss transparency register and the new AMLA applicable to accounting firms and advisers.

How Delta Conseil SA can support you

We can review an SME’s document organization, map sensitive flows, update corporate registers, structure records relating to loans and contributions, and prepare a consistent file for bank requests or new transparency obligations. Where determining AMLA status or a criminal-law issue requires specialist expertise, we coordinate the appropriate assistance.

Speak to an adviser

Caution

The extent of checks depends on the activity, role in the transaction, flows handled, amounts, countries concerned and the business’s AMLA status. A useful internal procedure does not replace legal analysis of whether the business is regulated. Conversely, being outside the scope does not justify carrying out an incoherent or insufficiently documented transaction.

Frequently asked questions

Are all Swiss businesses subject to the AMLA?

No. The AMLA covers defined categories, particularly financial intermediaries and certain other activities or transactions. An ordinary trading SME is not regulated merely because it has a bank account. Its actual activity and the changes applicable from October 1, 2026 must nevertheless be examined.

Can a bank ask about a company’s source of funds?

Yes, where that information is necessary for its due diligence duties and risk assessment. It may request contracts, statements, sale evidence, loan agreements, organizational charts or information on controlling persons. An incomplete response can delay or prevent the transaction.

Must the beneficial owner of every supplier be identified?

There is no general obligation for every unregulated SME to apply the full banking procedure to every supplier. The depth of checks should reflect risk. The company’s own duties concerning its ownership and, upon the LTPM’s entry into force, its beneficial owners remain applicable.

How long should documents be kept?

Accounting books and records, the annual report and audit report must generally be retained for ten years under Article 958f CO. Persons subject to the AMLA follow its retention rules. For other documents, the period depends on purpose, limitation periods and data protection: there is no single rule authorizing every identity-document copy to be kept for ten years.

What if the partner’s explanations remain contradictory?

Do not proceed automatically. Request missing records, escalate the file, document the analysis and identify the applicable legal obligations. Where there is serious suspicion or criminal-law risk, specialist analysis is preferable to an improvised decision.

Official sources

Last legal review: September 2, 2026.

Disclaimer

This publication is provided for information only and does not constitute individualized legal, tax, accounting or financial advice. Each situation must be assessed in light of its specific circumstances and the law applicable at the time of the decision.

For further information, please consult our Legal notice and disclaimer.

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