SWITZERLAND Trends and Developments Contributed by: Daniel Raun, Andreas Hinsen and Rashid Bahar, Advestra
fined with up to 10% of the worldwide annual turnover of the domestic target. Anticipated commencement of ISA Since the Federal Council will draft and issue an ordinance implementing the new statute, the ISA is expected to come into force at the earliest in 2027. Scope of ISA Compared to international standards, the ISA has a relatively limited scope due to its focus on for - eign state-controlled investors only. This point was intensely debated in the process of enacting the ISA and represents a middle-ground solution found between the status quo – ie, no investment screening, a position held inter alia by the Federal Council – and the more restrictive view taken by certain members of the Swiss Parliament. Transparency Register and New AMLA Duties for Advisers On 26 September 2025, the Swiss Parliament passed the Federal Act on the Transparency of Legal Enti - ties and the Identification of Beneficial Owners (LETA) as well as a revision to the Anti-Money Laundering Act (AMLA). Most notably, the LETA will introduce a new centralised federal register of beneficial own - ers (transparency register) maintained by the Federal Office of Justice (FOJ), which is intended to provide swift access at any time to reliable information about the beneficial owners of a legal entity incorporated in Switzerland or effectively administered in Switzer - land. The FOJ and the General Secretariat of the Fed - eral Department of Finance, as a control body, will be tasked with verifying the accuracy, completeness and relevance of the information in the transparency register. The register will be accessible to certain authorities, and individuals and entities who are subject to the AMLA (most notably banks and other financial insti - tutions) for the purpose of complying with their KYC/ AML processes. As the consultation for the imple - menting ordinance is ongoing, as of publication of this guide (21 April 2026), many practical implications are not yet final. However, the new legislation is expected to come into force in the second half of 2026 and will
have a significant impact on the reporting of beneficial owners for Swiss private companies. In parallel, the AMLA was amended to include within its scope persons who act in an advisory capacity in certain transactional areas, including in real estate transactions generally as well as in connection with the incorporation of non-operational Swiss legal enti - ties or foreign legal entities, or the sale or purchase of a legal entity through a non-operational legal entity. The term non-operational is not defined and has not yet been, at this stage, further detailed in the draft ordinance subject to consultation. It is, therefore, uncertain whether the treatment applicable to hold - ing companies and affiliates of groups of companies with an operational activity will also extend in this area or whether SPV and other acquisition vehicles will be treated as non-operational vehicles. However, from a transactional perspective, this new requirement will trigger extensive know-your-customer and due dili - gence requirements as part of the onboarding of new clients of Swiss financial and legal advisers in connec - tion with M&A involving non-operational companies. Swiss and foreign investors are well advised to make sure they are informed about these duties and the applicable deadlines under both the current and the future regimes and to familiarise themselves with the new regime in the course of the first half of 2026. Fur - thermore, investors should also expect more lengthy and burdensome onboarding processes when seeking to engage Swiss advisory firms. Public M&A: Exclusivity and No-Shop Clauses in Transaction Agreements In 2025 only two public M&A transactions were announced (for Zwahlen et Mayr and u-blox Holding). This is on the lower end of activity for public M&A in recent years, in particular given that the offeror for Zwahlen et Mayr (SITINDUSTRIE Suisse) already held more than 80% of the target’s shares prior to announcement of the offer. The Swiss Takeover Board (TOB) continued its focus on exclusivity and no-shop clauses in transaction agreements between offerors and the target. The TOB has for the past several years accepted exclusivity and no-shop clauses in transaction agreements, and
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