The transparency register in the 4th AML directive in Switzerland

Switzerland is not a member of the EU. Therefore, the Directive is not (directly) applicable. 

The following legislation deals with the subject matter of the Directive: (i) the Federal Act on Combating Money Laundering and Terrorist Financing (AMLA) and (ii) certain amendments of various federal acts, including the Swiss Code of Obligations, with a view to the revised FATF Recommendations 2012.

Yes.

Shareholders must actively provide all relevant information upon acquisition of shares in stock corporations or limited liability companies, subject to certain thresholds and exceptions.

Yes.

The legal entity itself is responsible for (i) maintaining a register of UBOs and (ii) ensuring that no shareholder exercises their shareholder's rights while violating such notification obligations. The legal entity should verify whether the information provided is plausible. 

There is no Transparency Register in Switzerland and, accordingly, no filing obligations with such register. 

However, each legal entity is required to maintain a register of UBOs based on respective notifications by the shareholders.

There is no Transparency Register and, accordingly, no filing obligations with such register. 

The shareholder's notification obligation (based on which the register of UBOs is maintained) is not applicable concerning an acquisition of shares:

• by virtue of which the threshold of 25% of the legal entity's capital or voting rights is not reached by the acquirer;
• in a legal entity that is (partially) listed on a stock exchange; or
• which are organised as intermediated securities in accordance with the Intermediated Securities Act of 3 October 2008; the legal entity designates the custodian where the shares are held or recorded in the main register (the custodian must be in Switzerland).

There is no Transparency Register and, accordingly, there are no filing obligations with such register. 

However, the notification by the shareholders must be submitted to the legal entity within one month from the respective acquisition. Any changes to the information concerning the UBO (name, address) must be notified to the legal entity within 3 months

If a shareholder fails to comply with the obligation to notify the legal entity of the UBO, such shareholder's (i) participation rights (in particular voting rights) are suspended and (ii) only such monetary rights (in particular the right to dividends) originating after fulfilment of the obligation may be asserted. 

Effective as of 1 November 2019, in addition to the above-mentioned sanctions, criminal sanctions (fines of up to CHF 10,000) have been introduced for breaches of both (i) the shareholders' notification obligation and (ii) the legal entities' obligation to maintain a register of UBOs.

There is no Transparency Register. The register of UBOs must be maintained by each legal entity either as part of the (existing) shareholder register or as a separate register.

Effective as of 1 November 2019, certain clarifications in relation to the identification of the UBO have been enacted and additional sanctions (criminal sanctions) for breaches of a shareholders' obligation to notify the legal entity of the UBO have been introduced.