A Swiss shelf company remains a practical solution for entrepreneurs and international investors seeking fast-track market access in Switzerland. However, as of 2025, regulatory scrutiny around inactive entities, shareholder transparency, and capital integrity has increased. In light of these developments, purchasing a ready-made company now requires more than speed — it demands legal awareness and informed due diligence.
What Defines a Shelf Company in Switzerland?
A shelf company in Switzerland refers to a legal entity — typically an AG (Aktiengesellschaft) or GmbH (Gesellschaft mit beschränkter Haftung) — that has been incorporated, officially registered, but never operated. These companies are held “on the shelf” by professional service providers and made available for sale to third parties.
Unlike a newly formed company, a Swiss ready-made company has an existing entry in the commercial register (Handelsregister), paid-up share capital, and a pre-dated incorporation certificate. After transfer, the buyer can update the articles, appoint a new board, change the company name, and begin operations almost immediately. The process is usually straightforward, but it does require attention to detail and legal procedure.
Shelf Company vs. New Swiss Company Formation
Before choosing the fast lane, it’s essential to evaluate the differences between buying a shelf company and starting from scratch with a standard Swiss company formation. Both paths are legally valid but serve different strategic goals.
| Feature | Shelf Company | New Company Formation |
| Time to use | 1–3 business days | 2–6 weeks |
| Incorporation date | In the past (pre-dated) | Current (based on formation date) |
| Customisation | Limited initially (must amend statutes) | Full control from the start |
| Capital deposit | Already paid | Needs to be deposited in capital account |
| Legal and audit history | Often clean and inactive | None, but fully transparent |
| Bank account | May still need to be opened anew | Must be opened as part of setup |
| Ideal for | Urgent projects, tendering, credibility | Tailored operations and long-term planning |
A Swiss company registration via traditional formation offers full flexibility but takes time. Buying a Swiss shelf company is ideal when deadlines are tight, incorporation date matters, or pre-existing legal identity is essential.
Swiss AG vs GmbH: Which Shelf Company Structure?
| Feature | Swiss AG | Swiss GmbH |
| Minimum capital | CHF 100,000 (CHF 50,000 must be paid-in) | CHF 20,000 (fully paid-in) |
| Ownership structure | Shares freely transferable | Transfer often requires notarisation |
| Public register disclosure | Board only | Shareholders and capital are public |
| Typical use cases | Finance, IP, holding, regulated activity | SMEs, family firms, local operations |
| Shelf company availability | High | Limited |
The Swiss AG remains the dominant legal form for shelf companies due to its flexibility and acceptance in corporate, regulatory, and cross-border scenarios. It is also preferred by investors and holding groups that may require restructuring or international credit lines.
Benefits of Acquiring a Swiss Shelf Company
- Speed: You can begin business activities in days instead of weeks
- Reputation: A backdated formation enhances credibility with financial institutions and counterparties
- Legal infrastructure: All formalities, such as capitalisation and articles, are in place
- Convenience: Avoid delays linked to new bank account openings or notarial bottlenecks
Additionally, shelf companies can serve as vehicles for asset management, IP holding, real estate projects, or private equity deals, provided they meet updated Swiss compliance standards. In cases where regulatory deadlines are tight, a shelf company can serve as a ready legal container while licensing or approvals are in process.
Who Uses Swiss Shelf Companies?
Common users of shelf companies include:
- Foreign investors seeking immediate Swiss presence
- Multinational corporations creating local subsidiaries
- Asset management structures or SPVs (special purpose vehicles)
- Entrepreneurs bidding in public or private tenders
- Individuals relocating with capital who require a local entity
Shelf companies are not only about speed — they also simplify legal administration when time-sensitive signatures, contract execution, or tax residency questions are involved.
Key Legal Updates: 2023–2025
Recent years have brought critical changes to Swiss company law that directly impact the viability and risks of buying a shelf entity.
1. Mantelhandel Restrictions
In January 2025, new provisions (Art. 684a CO for AG and Art. 787a CO for GmbH) came into effect to prevent the abuse of “empty” companies. The law declares share transfers null and void if a company:
- Is no longer active,
- Has no assets of commercial value, and
- Is over-indebted (liabilities exceed assets).
These rules aim to stop the trade of so-called “corporate shells” with no economic substance. The Swiss commercial register can now reject updates if it suspects the company falls into this category.
2. Commercial Register Oversight
Cantonal registrars are authorised to request audited financial statements or asset confirmations before processing changes to a company’s ownership or structure. This scrutiny especially applies to shelf companies with aged incorporation dates or sudden director changes.
3. Beneficial Ownership Disclosure
Under Article 697j CO, any person or entity acquiring 25% or more of a Swiss company’s shares must disclose the ultimate beneficial owner (UBO) within 30 days. Failure to do so can result in fines and enforcement actions.
4. Ban on Bearer Shares
Swiss company law no longer permits bearer shares. All existing and future Swiss AGs must issue registered shares, with ownership records maintained by the board. This enhances traceability and strengthens anti-money laundering compliance.
Risks of Acquiring the Wrong Shelf Company
Despite their benefits, shelf companies carry inherent legal and operational risks if misused or poorly vetted:
- Transfer nullity under Mantelhandel rules
- Registration refusal by commercial registrars
- Undetected liabilities (e.g. past tax claims, hidden debts)
- Incomplete filings or outdated statutes
- Bank account rejection due to perceived shell structure
These risks are especially pronounced when buyers rely on unofficial providers or lack legal review before acquisition.
How to Conduct Proper Due Diligence
To ensure the legality and success of your Swiss company registration via a ready-made company, buyers should:
- Obtain recent financial records, including a balance sheet and share capital confirmation
- Confirm the company is not dormant or insolvent
- Verify the legal origin and purpose of incorporation
- Check the status of directors and registered office
- Engage legal or fiduciary professionals with Swiss regulatory experience
Do not rely on the promise of “fast and cheap” shelf companies without confirming compliance with the Swiss Code of Obligations, commercial practice, and tax rules.
Selecting a Reputable Provider
Shelf companies should be acquired only through established fiduciaries, attorneys, or notaries. Trusted providers offer:
- Transparent pricing and documentation
- Assistance with notarial deeds, share transfer, and board changes
- Compliance with beneficial ownership and tax reporting
- Support with VAT registration, payroll setup, or regulatory applications (if needed)
Using unofficial intermediaries or foreign agencies increases the risk of legal nullity, administrative delays, or future litigation.
Conclusion: Responsible Use of Swiss Shelf Companies
A Swiss shelf company, when properly vetted and legally transferred, remains an efficient and credible route to corporate presence in Switzerland. It offers undeniable speed and structural advantages, but it is not a shortcut for regulatory or financial compliance.
2025 marks a turning point in how Switzerland approaches shell and shelf company trading. Buyers must now prioritise legal integrity, financial transparency, and documentation. With these elements in place, and the support of qualified professionals, a Swiss ready-made company remains a powerful asset in the hands of a serious investor or business operator.
Disclaimer:
This article is provided for informational purposes only and does not constitute legal advice. For personalised guidance, please consult a Swiss-qualified attorney or fiduciary expert.
FAQ: Swiss Shelf Company — Legal Compliance and Practice in 2025
What is a Swiss shelf company in 2025?
A Swiss shelf company is a legally registered AG or GmbH that was incorporated but never used for business. It can be purchased and activated immediately for commercial or strategic use.
Is buying a shelf company in Switzerland legal?
Yes. Buying a shelf company is entirely legal in Switzerland. However, as of 2025, transfers of inactive, insolvent, or asset-less companies are prohibited under new Mantelhandel regulations.
How does a shelf company differ from a newly formed company?
Shelf companies are already incorporated and can be transferred in 1–3 days. New Swiss company formation typically takes 2–6 weeks and offers full flexibility but no prior legal history.
What are the benefits of acquiring a Swiss ready-made company?
Advantages include faster registration, an established incorporation date, existing structure, and simplified access to contracts, banking, and licensing processes.
What is the Mantelhandel rule in Switzerland?
Mantelhandel refers to the legal prohibition of selling over-indebted, inactive companies with no assets. Transfers of such entities are null and void under Articles 684a and 787a CO.
Is beneficial owner disclosure required when buying a shelf company?
Yes. Anyone acquiring 25% or more of a Swiss company must declare the ultimate beneficial owner (UBO) within 30 days under Article 697j CO.
Can the commercial register reject a shelf company transfer?
Yes. If the registrar suspects the company has no economic substance or is non-compliant, it may request financial documents or refuse registration changes.
How do I choose between Swiss AG and GmbH as a shelf structure?
A Swiss AG offers more flexibility, especially for international or investor-led ventures. A GmbH suits smaller, local firms but includes stricter transfer and disclosure obligations.
Can I modify the name, purpose, or board of a shelf company after purchase?
Absolutely. Once the company is transferred, the new owner can update the name, business purpose, directors, and registered office, subject to registration approval.
Are bearer shares still allowed in Swiss shelf companies?
No. Bearer shares have been abolished. All shares in Swiss companies must now be registered and traceable under current corporate law.
Is professional advice necessary when buying a shelf company?
Strongly recommended. Legal and fiduciary experts ensure due diligence, compliance with Swiss law, and protection against null transfers or administrative rejection.
How do I confirm a shelf company is compliant with Swiss law?
Review recent financial statements, verify capital status, check shareholder records, and ensure the entity is not over-indebted. Always engage a qualified adviser.
