Buying an Existing Business from the Swiss Company Register
Foreign investors can acquire an existing Swiss company — either a shelf company (Vorratsgesellschaft) or an operating business — under the same conditions as Swiss nationals. The Lex Friedrich Act (BewG, SR 211.412.41) restricts only the acquisition of real estate, not shares in commercial companies.
Before purchase, the buyer should conduct legal and financial due diligence: review the most recent annual accounts under OR Art. 957-963b, verify outstanding tax liabilities at cantonal and federal level, check the Handelsregister and Betreibungsregister (debt collection register) for any pending claims, and confirm compliance with the Anti-Money Laundering Act (GwG, SR 955.0).
For an AG, share transfer is effected by endorsement of the share certificates (Namenaktien) or delivery (Inhaberaktien). For a GmbH, quota transfers require a public deed under Art. 785 para 1 OR and approval by the shareholders’ meeting. In both cases, the cantonal Handelsregister must be updated to reflect the new ownership structure.
Goldblum und Partner AG at Baarerstrasse 25 in Zug maintains an inventory of pre-registered shelf companies (both AG and GmbH) in Zug, Zurich, Lucerne and Nidwalden, ready for immediate transfer to foreign buyers.