# VSB 20 Art. 39 — Domiciliary companies - **Rubric (DE):** Sitzgesellschaften - **Rubric (EN):** Domiciliary companies - **Chapter:** 4. Kapitel — Feststellung des wirtschaftlich Berechtigten an den Vermögenswerten (3. Abschnitt: Besondere Feststellungspflichten) - **Scope:** Banks & securities firms (incorporated via [[GwV-FINMA Art. 35 - Identification, controlling person and beneficial|GwV-FINMA Art. 35]]) - **Status:** In force (since 1 January 2020) ## Description For domiciliary companies (*Sitzgesellschaften*), the contracting party must provide a declaration on *Formular A* on the beneficial owner of the assets, subject to Abs. 4 and Art. 40 and 41 (Abs. 1). Domiciliary companies are Swiss or foreign legal persons, companies, institutions, foundations, trusts, fiduciary undertakings and similar associations that are not operating (Abs. 2). Indications are no own business premises or no own staff; if the bank does not treat the contracting party as one despite an indication, it records the reason (Abs. 3). Not treated as domiciliary companies (Abs. 4) are companies pursuing members' or beneficiaries' mutual self-help or political, religious, scientific, artistic, charitable, social or similar purposes (no declaration while only these are pursued), and companies holding a majority in one or more operating companies, not chiefly managing third-party assets (*Holdinggesellschaften*). Listed domiciliary companies give no declaration (Abs. 5). A file note may replace Formular A where the bank knows the beneficial owner and holds the Art. 28 information (Abs. 6). ## Context & interpretation The SBA commentary states that the indications in Abs. 3 leave it to the individual case whether a domiciliary company exists; in case of doubt one is to be assumed. Pure re-invoicing companies are domiciliary companies. A holding company within Abs. 4 is treated like an operating company, so a *Formular K* is obtained (subject to Art. 22 ff.); holdings that only pool or manage the assets of a family or group of persons, or only enable dividend distributions, are domiciliary companies. All beneficial owners are established, but not the extent of each one's entitlement. ## FATF - [[FATF R.10 - Customer due diligence|FATF R.10]] — identification of the beneficial owner on the customer's declaration, here for domiciliary companies. ## Swiss counterparts - [[GwV-FINMA Art. 63 - Domiciliary companies|GwV-FINMA Art. 63]] — parallel rule for GwV-FINMA Title 5 entities: beneficial-owner declaration where the contracting party is a domiciliary company. - [[GwV-FINMA Art. 2 - Definitions|GwV-FINMA Art. 2]] — the SBA commentary refers to Art. 2 lit. a GwV-FINMA for the concept of the domiciliary company. - [[GwG Art. 4 - Establishing the beneficial owner|GwG Art. 4]] — statutory basis for establishing the beneficial owner. ## Related VSB articles - [[VSB 20 Art. 28 - Information to be documented|VSB 20 Art. 28]] — referred to in the article text - [[VSB 20 Art. 40 - Foundations|VSB 20 Art. 40]] — referred to in the article text - [[VSB 20 Art. 41 - Trusts|VSB 20 Art. 41]] — referred to in the article text ## Part of - [[VSB 20]] ## Further AMLR connections - [[AMLR Art. 51 - Identify BO of legal entities|AMLR Art. 51]] — For domiciliary companies (non-operating legal entities, Abs. 2) the bank obtains a declaration on Formular A of who is beneficially entitled to the assets (Abs. 1). The test is entitlement to assets, not Art. 51's ownership and control. *(related)* ## Sources - VSB 20 (Vereinbarung vom 13. Juni 2018, in force 1.1.2020), Art. 39 - SBVg Kommentar zur VSB 20, Art. 39