Swiss shelf companies — 20 ready-made AG’s and GmbH for sale

The concept of a Swiss shelf company is closely tied to one of the main challenges for international entrepreneurs: how to start a business in Switzerland quickly, without waiting weeks for incorporation procedures and without incurring a CHF 100,000 paid-up share capital commitment. A shelf company is a legal entity that is already incorporated but dormant, which can be transferred to a new owner in a matter of days.

This guide explains what a Swiss shelf company is, why it is used, the types of entities available, the associated costs, and how it compares to incorporating a new Swiss company from scratch. The tone is deliberately straightforward yet grounded in the legal and regulatory framework, allowing business professionals, accountants, and corporate lawyers to rely on the information.

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 enable a buyer to become a shareholder of an existing entity immediately, without going through the standard incorporation process, which can take several weeks.

Which types of Swiss legal entities are available as shelf companies?

The two most common forms are:

1. GmbH (Gesellschaft mit beschränkter Haftung) — limited liability company.
   Minimum share capital CHF 20,000, fully paid in. Shares are not issued in certificate form but are registered.
2. AG (Aktiengesellschaft) — joint-stock company.
   Minimum share capital CHF 100,000, of which at least CHF 50,000 must be paid in. Shares can be registered or bearer (but bearer shares are now highly restricted).

Comparative Table 2 — GmbH vs. AG as shelf companies

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 does due diligence work in practice?

The buyer should review:

• Extract from the Commercial Register.
• Confirmation of no liabilities from the seller.
• Bank statement confirming share capital is intact.
• Confirmation from the notary that no business activity has taken place.

Specification Table 2 — Key due diligence documents

How do shelf companies interact with Swiss banking?

Opening a Swiss bank account is mandatory for active business. For Swiss 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, allowing the bank account to be opened directly after the 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 the 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

Are there disadvantages to using a shelf company?

Yes. The main disadvantages are the service premium, the limited supply of available companies, and the need to rely on third parties for due diligence. In some cases, banks or regulators may ask additional questions about why a dormant entity was purchased instead of newly incorporated.

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 essential tool for foreign investors and businesses that require speed.

Which sectors use shelf companies most often?

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

Buying a Swiss shelf company

What is the process after buying a shelf company?

After purchase and notarial transfer, the buyer usually:

• Updates the company name and registered office.
• Appoints new directors.
• Opens a bank account.
• Registers for VAT if necessary.
• Adopts new articles of association adapted to the intended business.

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 Swiss 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 (02.10.2025)

GmbH

AG