What Is a Shelf Company?
A shelf company costs CHF 25,000 to 35,000 for a GmbH (including CHF 20,000 share capital) and can be transferred to new owners in three to five business days. Known in German as Vorratsgesellschaft (reserve company) or Mantelgesellschaft (shell company) — is a GmbH or AG that has been legally formed, entered in the commercial register, and assigned a UID number, but has never conducted any business activity. It exists solely for the purpose of being sold to a buyer who wants a company that is already registered.
The concept is simple. A formation agent (typically a fiduciary firm or law office) creates a GmbH or AG with generic articles of association, a neutral company purpose, and minimum share capital. The company sits “on the shelf” until a buyer acquires it. The buyer then changes the company name, purpose clause, directors, and registered office to match their business needs.
The shelf company market in Switzerland is smaller than in jurisdictions such as the United Kingdom or the United States. Swiss formation timelines of two to four weeks are already relatively short, which limits demand. Still, there are legitimate situations where the speed advantage justifies the premium — particularly when a contract, regulatory deadline, or investment timeline requires a company with immediate legal existence.
How Were These Shelf Company Details Verified?
The pricing, due diligence requirements, and legal procedures on this page are based on OR Art. 785–788 (GmbH quota transfer) and OR Art. 684–686 (AG share transfer), the Anti-Money Laundering Act (GwG), and the HRegV provisions on commercial register amendments. Purchase price ranges reflect actual transaction data from shelf company sales facilitated by Swiss fiduciary firms in Zug, Zurich, and Bern. The due diligence checklist was developed from cases where post-acquisition liabilities were discovered — specifically unpaid cantonal minimum taxes and undocumented domicile service obligations.
What Is the Legal Framework for Shelf Companies in Switzerland?
Swiss law does not specifically regulate shelf companies. There is no statute that addresses Vorratsgesellschaften or Mantelgesellschaften directly. The legal framework is assembled from several areas of the Code of Obligations and related legislation.
Formation rules apply normally. A shelf company must satisfy all the same formation requirements as any other GmbH or AG: notarial deed (OR Art. 777 for GmbH, OR Art. 629 for AG), minimum share capital, articles of association, and a valid commercial register entry. The EHRA does not distinguish between companies formed for immediate use and those formed for resale.
Share transfer follows standard OR provisions. The transfer of GmbH quotas is governed by OR Art. 785–788. The transfer must be executed in writing, and the articles of association may impose additional requirements such as the consent of the shareholders’ meeting. AG share transfers follow OR Art. 684–686, with registered shares requiring a declaration of assignment (Abtretungserklärung) or endorsement on the share certificate.
Commercial register amendments are mandatory. Every change resulting from the purchase — new directors, new company name, new purpose clause, new registered office — must be reported to the cantonal register within 30 days and published in the SOGC (OR Art. 932ff, HRegV Art. 11).
The Merger Act (FusG) does not apply to simple share transfers. If the acquisition involves a legal merger, demerger, or asset transfer, the FusG provisions would apply, but standard shelf company purchases are structured as share sales.
Anti-money laundering obligations apply. Banks processing the capital transfer and fiduciaries handling the transaction are subject to the Anti-Money Laundering Act (GwG). The buyer must expect KYC (Know Your Customer) checks, source-of-funds verification, and beneficial ownership declarations.
How Do Shelf, Dormant, and Ready-Made Companies Differ?
These three terms are often used interchangeably, but they describe different situations under Swiss law.
| Term | German | Key Characteristic | Trading History |
|---|---|---|---|
| Shelf company (Vorratsgesellschaft) | Vorratsgesellschaft | Formed specifically for resale, never traded | None |
| Dormant company | Ruhende Gesellschaft | Formerly active, ceased trading | Yes |
| Ready-made company | Mantelgesellschaft (broad) | Either shelf or dormant, available for purchase | Varies |
A shelf company has never conducted any business. Its balance sheet shows share capital on one side and a bank balance on the other. There are no contracts, employees, receivables, or (in theory) liabilities beyond the holding costs during the dormancy period.
A dormant company previously traded and then stopped. It may have residual contracts, tax history, potential liabilities, or legacy obligations. Buying a dormant company requires significantly more due diligence than buying a true shelf company.
Ready-made company is the broadest term, covering both shelf companies and dormant companies offered for sale. The guide to ready-made companies covers both categories.
The critical difference for buyers is risk. A genuine shelf company that has never traded carries a cleaner risk profile than a dormant company with a trading history. However, even a shelf company can accumulate liabilities during its time on the shelf — cantonal minimum taxes, commercial register fees, and accounting costs all accrue regardless of trading activity.
How Does the Shelf Company Purchase Process Work?
The purchase process involves four stages, typically completed in three to five business days with professional support.
Stage 1: Selection and due diligence (1–2 days)
The buyer identifies a suitable shelf company through a fiduciary, law firm, or specialised formation agent. Key selection criteria include:
- Legal form — GmbH or AG, depending on the buyer’s needs
- Share capital — minimum CHF 20,000 (GmbH) or CHF 100,000 (AG), or higher if needed
- Canton of registration — affects tax rates and register processing speed
- Age — a recently formed shelf is cleaner; older shelves carry more accumulated obligations
- Clean status — no ex officio deletion warnings, no outstanding register entries
Due diligence is conducted in parallel (see the checklist below).
Stage 2: Share transfer (1 day)
The seller and buyer execute the share transfer:
- GmbH quotas: A written assignment (Abtretung) is required (OR Art. 785). If the articles require shareholders’ meeting approval, this resolution must be passed first. The transfer must be notarised in some cases depending on the articles.
- AG shares: Registered shares are transferred by endorsement or written declaration of assignment. Bearer shares (now rare, as they must be held as intermediated securities) are transferred through the intermediary.
Both parties sign the purchase agreement, which covers the transfer price, representations about the company’s status, and the seller’s warranties regarding the absence of undisclosed liabilities.
Stage 3: Corporate changes (1–2 days)
The new owner immediately executes the changes needed to make the company operational:
- Appoint new directors/board members. Pass a shareholders’ resolution appointing the new management and removing the previous directors.
- Amend the articles of association. Change the company name, purpose clause, and registered office. This requires a shareholders’ resolution and notarial authentication (public deed for a GmbH or AG).
- Update signing authority. Register the new authorised signatories.
- File all changes with the commercial register. Submit the amended articles, appointment resolutions, and specimen signatures.
Stage 4: Registration and operational setup (1–3 days)
The cantonal commercial register processes the amendments. Processing time depends on the canton — fast cantons like Zug complete amendments in one to three business days. The changes are published in the SOGC.
In parallel, the new owner updates the bank account (or opens a new one), registers for VAT if applicable, and establishes social insurance registrations.
How Much Does a Shelf Company Cost in Total?
The total cost of acquiring a shelf company has three components: the purchase price, the transfer costs, and the post-acquisition setup costs.
Purchase price
| Type | Share Capital | Typical Purchase Price | Premium Over Capital |
|---|---|---|---|
| Shelf GmbH | CHF 20,000 | CHF 25,000–35,000 | CHF 5,000–15,000 |
| Shelf AG | CHF 100,000 | CHF 110,000–130,000 | CHF 10,000–30,000 |
| Shelf GmbH (aged 3+ years) | CHF 20,000 | CHF 30,000–45,000 | CHF 10,000–25,000 |
The premium reflects the seller’s original formation costs (CHF 3,000–5,000 for a GmbH), holding costs (CHF 2,500–6,500 per year for domicile, accounting, and minimum taxes), and a profit margin. Older shelf companies command higher premiums because holding costs accumulate over time.
Transfer costs
| Cost Component | Range |
|---|---|
| Notary fee (articles amendment + share transfer) | CHF 500–1,500 |
| Commercial register mutation fees | CHF 200–400 |
| SOGC publications (name change + director change) | CHF 60–100 |
| Professional fees (fiduciary coordination) | CHF 500–1,500 |
| Total transfer costs | CHF 1,000–3,000 |
Post-acquisition setup
| Cost Component | Range |
|---|---|
| New bank account opening | CHF 0–300 |
| VAT registration (if applicable) | Free |
| Social insurance registration | Free |
| Updated stationery, domain, website | Variable |
Total budget
For a shelf GmbH with CHF 20,000 share capital, budget CHF 26,000 to 38,000 all in. Compare this with CHF 23,000 to 25,000 for a fresh GmbH formation — the shelf premium is essentially CHF 3,000 to 13,000 for saving two to three weeks.
What Are the Advantages of a Shelf Company?
Speed. The primary advantage. A shelf company can be fully operational under new ownership in three to five business days. A fresh GmbH formation takes two to four weeks. For time-critical situations — a pending contract, an investment round, or a regulatory filing deadline — the speed difference matters.
Immediate legal existence. The company already has legal personality, a UID number, and a commercial register entry. It can enter into contracts, open bank accounts, and sign leases from the moment the share transfer is completed — no waiting for register processing.
Established registration date. Some business contexts favour companies with a longer history. A shelf company formed two years ago has a two-year-old registration date, which may carry more credibility with certain counterparties or authorities than a company formed yesterday.
No formation process. The buyer skips the notary appointment for formation, the capital deposit account opening, and the initial register application. The only notary involvement is authenticating the article amendments and share transfer — a shorter and cheaper procedure than a full formation deed.
Certainty. The company already exists. There is no risk of name rejection, document deficiency returns, or other formation complications. The entity is in the register, confirmed, and published.
What Are the Risks and Disadvantages of a Shelf Company?
Cost premium. A shelf GmbH costs CHF 3,000 to 13,000 more than forming one from scratch. For many founders, two to three weeks of waiting does not justify this premium.
Undisclosed liabilities. Even a shelf company that has never traded can accumulate obligations:
- Cantonal minimum taxes accrue from the date of registration, regardless of trading activity. Depending on the canton and the shelf company’s age, unpaid tax obligations may exist.
- Accounting obligations apply from formation. If annual accounts have not been prepared and filed, the company is non-compliant.
- Commercial register fees for any changes during the dormancy period.
- Social insurance obligations if any directors received compensation.
If the seller has not maintained the company properly, these liabilities transfer to the buyer with the shares.
Limited customisation history. The shelf company was formed with generic articles. While these are amended during the transfer, the company’s original formation documents and purpose clause remain in the historical register record. This is cosmetic, not legal, but some founders prefer a clean start.
Bank account complications. Swiss banks conduct fresh KYC checks when ownership changes. If the buyer is a foreign national or the new business activity is in a sensitive sector (crypto, consulting, financial services), the bank may require extensive documentation, potentially negating the time advantage.
No avoiding the notary. The articles amendment and share transfer still require notarial authentication. The buyer saves the formation deed appointment but still needs a notary for the transfer process.
Reputational considerations. Some counterparties, investors, or regulatory bodies may view a shelf company purchase with scrutiny, associating it with attempts to obscure corporate history. Transparency about the acquisition eliminates this concern.
What Due Diligence Must You Complete Before Buying?
Before signing a purchase agreement for a shelf company, verify the following:
Financial and tax status
- [ ] Request the most recent annual accounts (balance sheet, profit and loss statement)
- [ ] Obtain a tax clearance certificate (Steuerbescheinigung) from the cantonal tax office confirming no outstanding taxes
- [ ] Verify that cantonal minimum taxes have been paid for every year since formation
- [ ] Confirm that all federal tax obligations are current
Legal status
- [ ] Check the company’s entry on Zefix — verify status is active, no “in Liquidation” flag
- [ ] Obtain a current commercial register extract — verify directors, capital, and purpose
- [ ] Request a debt enforcement register extract (Betreibungsregisterauszug) from the competent Betreibungsamt, confirming no pending debt collection proceedings
- [ ] Review the articles of association for transfer restrictions or unusual provisions
Compliance
- [ ] Confirm that annual general meetings have been held (or at least documented) as required by OR Art. 699 (AG) / OR Art. 805 (GmbH)
- [ ] Verify the audit opting-out declaration is on file (if applicable)
- [ ] Confirm the registered office address is current and reachable
- [ ] Check that the current directors have valid Swiss residency (for the residency requirement)
Contractual protections
- [ ] Include seller warranties in the purchase agreement confirming the absence of undisclosed liabilities, contracts, employees, and legal proceedings
- [ ] Include an indemnification clause making the seller liable for any pre-transfer obligations that surface after the purchase
- [ ] Specify a retention period for part of the purchase price (escrow), released only after the tax clearance is confirmed
Skipping due diligence to save time defeats the purpose of buying a shelf company. A thorough review takes one to two days and costs CHF 500 to 1,500 in professional fees — a fraction of the potential exposure from undisclosed liabilities.
How Does a Shelf Company Compare to Fresh Formation?
| Factor | Shelf Company | Fresh Formation |
|---|---|---|
| Time to legal existence | 3–5 business days | 2–4 weeks (GmbH) |
| Total cost (GmbH, CHF 20,000 capital) | CHF 26,000–38,000 | CHF 23,000–25,000 |
| Premium over fresh formation | CHF 3,000–13,000 | — |
| Documentation complexity | Lower (no formation deed) | Higher (full formation process) |
| Due diligence required | Yes (mandatory) | N/A |
| Risk of hidden liabilities | Present | None |
| Customisation | Post-acquisition amendments | Full control from day one |
| Company age on register | Months to years | Brand new |
| Notary involvement | Yes (amendments) | Yes (formation deed) |
For most founders, fresh formation is the better choice. The two-to-four-week timeline is manageable, the cost is lower, and there is zero liability risk. The shelf company route is justified only when the time saving has a concrete commercial value that exceeds the premium.
When Should You Buy a Shelf Company Instead of Forming Fresh?
A shelf company is the right choice in a narrow set of circumstances.
Contractual deadline. A buyer must sign a contract, enter a joint venture, or close a transaction within days, and a registered Swiss company is a prerequisite. The two to four weeks required for fresh formation would miss the deadline.
Regulatory requirement. A licence application, government tender, or regulatory filing requires an existing legal entity. The application has a fixed deadline that cannot accommodate the formation timeline.
Investment round. An investor requires a Swiss vehicle for a transaction closing within the next week. Forming a new company would delay the closing.
Name preservation. The shelf company holds a specific company name that the buyer wants. This is uncommon but occurs when a name was registered defensively.
In all other cases, fresh formation through the standard company registration process is more cost-effective and carries no liability risk. The cost and timeline for fresh formation are predictable and well-documented.
For the broader context on ready-made and dormant company options, see the ready-made companies guide. For the process of closing a company that is no longer needed, see the liquidation guide. For obligations while a company is inactive, see the dormant company guide.
Frequently Asked Questions
Is buying a shelf company legal in Switzerland?
Yes. Swiss law does not prohibit the creation, sale, or purchase of shelf companies. There is no specific statute governing Vorratsgesellschaften — the transaction follows standard share transfer procedures under the Code of Obligations (OR Art. 785–788 for GmbH, OR Art. 684–686 for AG). The key requirement is that every change of ownership, directors, and registered office must be reported to the cantonal commercial register and published in the SOGC. The EHRA does not distinguish between companies formed for immediate use and those formed for later resale.
How much does a shelf company cost in Switzerland?
A shelf GmbH with CHF 20,000 share capital typically sells for CHF 25,000 to 35,000, representing a premium of CHF 5,000 to 15,000 over the share capital. A shelf AG with CHF 100,000 share capital costs CHF 110,000 to 130,000. The premium covers the seller's original formation costs, holding costs during the dormancy period (domicile address, accounting, minimum taxes), and a margin. Transfer costs add another CHF 1,000 to 3,000 for notary fees, commercial register amendments, and name change.
How long does it take to buy a shelf company in Switzerland?
The transfer of a shelf company typically takes three to five business days from signing the purchase agreement to having the new directors and company name registered in the commercial register. This compares with two to four weeks for a fresh GmbH formation. The process involves executing the share transfer (notarised for GmbH quotas), filing the change of directors and signatories with the cantonal register, and updating the articles of association with the new company name and purpose.
What are the main risks of buying a shelf company?
The primary risks are undisclosed liabilities, unpaid cantonal minimum taxes, outstanding social insurance obligations, and any contractual commitments entered into by the previous management. Even a company that has never actively traded may have accumulated tax obligations and accounting costs during its dormancy period. A thorough due diligence review is essential: request audited accounts, a tax clearance certificate from the cantonal tax office, and a debt enforcement register extract from the competent Betreibungsamt.
What due diligence should I conduct before buying a shelf company?
At minimum, request: audited or reviewed accounts covering all years since formation, a tax clearance certificate from the cantonal tax office, a debt enforcement register extract (Betreibungsauszug) for the company, confirmation that all AHV/social insurance contributions have been paid, and a current commercial register extract showing no encumbrances. Confirm with the seller that no contracts, bank accounts, or liabilities exist beyond what is disclosed. If any of these documents are unavailable, do not proceed — the risk of hidden liabilities is too significant.
Does the shelf company's historical formation date have any legal significance after transfer?
Yes. The company retains its original registration date from the commercial register. This can be advantageous when applying for contracts, credit facilities, or regulatory approvals where a minimum period of corporate existence is required. However, the company's tax history, accounting period, and any statutory audits all run from the original formation date, not the transfer date. The new owner inherits this history — both its benefits and any obligations that predate the acquisition.
Can I change the shelf company's name and purpose after purchase?
Yes. Changing the company name and purpose clause requires amending the articles of association, which must be authenticated by a notary and registered with the cantonal commercial register. The cost for name and purpose amendments totals CHF 1,000 to 2,500 including notary fees, register mutation fees, and professional support. The change is published in the SOGC. Most buyers update the name and purpose at the same time as the ownership transfer to complete the process in a single round of filings.
How does the transfer of GmbH quotas to the buyer work legally?
GmbH quota transfers require a notarially authenticated assignment agreement under OR Art. 785. The seller and buyer (or their authorised representatives) must appear before a Swiss notary who authenticates the transfer deed. The quota register of the company must be updated to reflect the new owner, and the change must be reported to the cantonal commercial register, which then publishes it in the SOGC. The buyer becomes the legal owner of the quotas — and thereby the company — from the moment the notarial deed is executed.
Are shelf companies commonly available in Switzerland and where can I find them?
Yes, shelf companies are readily available in Switzerland. Most Swiss fiduciary firms and company formation services maintain a small inventory of pre-registered GmbH and AG companies. Canton Zug and Zurich have the highest availability due to the volume of company formations. Typical lead time from initial enquiry to completed transfer is three to five business days. Prices range from CHF 25,000 to 35,000 for a GmbH with CHF 20,000 capital. It is advisable to purchase from an established fiduciary that can provide full documentation and a clean due diligence package.