Swiss Shelf Company: Advantages and Types of Legal Entities in Switzerland

What is a Swiss shelf company?

A Swiss shelf company (also called a Swiss ready-made company or sometimes incorrectly a “Swiss shell company”) is a company that has already been registered in the Commercial Register (Handelsregister) but has never conducted business. It has no liabilities, no contracts, no employees, and usually no bank account.

The purpose of such companies is to allow a buyer to become the shareholder of an already existing entity immediately, without going through the standard incorporation process that takes several weeks.

How is ownership of a Swiss shelf company transferred?

Ownership is transferred through a notarial deed of assignment of shares. The notary updates the share register (for GmbH) or issues/endorses share certificates (for AG). The Commercial Register is updated with the new directors, address, and any other statutory amendments. The process usually takes only a few working days.

What costs are involved in buying a Swiss shelf company?

There are three cost components:

1. Price of the shelf company — charged by the seller (fiduciary or law firm). This includes the value of the share capital, which is fully available to the buyer after transfer.
2. Notary fees — for the deed of transfer and registration.
3. Commercial Register fees — for updating the entry with new directors and shareholders.

Specification Table 1 — Typical costs of a Swiss shelf company transfer

Is a Swiss shelf company safe to buy?

Yes, if due diligence is conducted properly. A true shelf company has no liabilities, no contracts, and no tax history. The notary confirms that the company has been dormant. Buyers should still conduct their own due diligence to ensure there are no hidden obligations.

How do shelf companies interact with Swiss banking?

Opening a bank account is mandatory for active business. For shelf companies, banks usually require standard KYC and AML checks, identification of beneficial owners, and confirmation that the company was previously dormant. The advantage is that the company is already incorporated, so the bank account can be opened directly after transfer.

What are the main advantages of buying a Swiss shelf company?

1. Immediate availability for contracts, tenders, or licensing.
2. Established registration date — the company may appear older, even though it is dormant.
3. Avoidance of delays with notary and registry during incorporation.
4. Prestige of Swiss law entities — particularly the AG form, which is internationally recognised.

Comparative Table 3 — Advantages of shelf companies

How common is the use of shelf companies in Switzerland?

Shelf companies are less common in Switzerland than in some other jurisdictions, because Swiss law requires minimum capital contributions and notarial deeds. However, they remain an important tool for foreign investors and businesses that require speed.

Which sectors most often use shelf companies?

• International holding structures.
• Trading companies needing immediate contracts.
• Technology companies preparing for funding rounds.
• Service providers in regulated industries, subject to licensing deadlines.

Can a shelf company be used for regulated financial services?

Yes, but licensing is still required. The advantage is that the entity already exists and can apply for licences immediately, without waiting for incorporation. Regulators will, however, look carefully at the company’s history, so due diligence documentation is essential.

How does the cost of a shelf company compare with new incorporation?

While incorporation fees are generally lower than the service premium charged for a shelf company, the shelf company offers immediate usability.

Illustrative comparison (for GmbH):

• New incorporation: CHF 20,000 capital deposit + CHF 1,500–2,500 notary + CHF 600–1,200 registry.
• Shelf company: CHF 20,000 capital already paid in + service premium + CHF 1,000–2,500 notary + CHF 600–1,200 registry.

The difference lies in the service premium charged by the provider of the shelf company.

Final remarks

A Swiss shelf company is not a loophole or a way to avoid legal requirements. It is a legitimate instrument under Swiss corporate law that allows investors and entrepreneurs to shorten timelines. Proper due diligence, clear cost breakdowns, and professional notarial transfer are essential to ensure the company is genuinely dormant and safe to acquire.

For many foreign investors, particularly those entering the Swiss market under time pressure, shelf companies remain a practical and legally sound solution.

List of ready-made companies (o5.09.2025)

GmbH

AG