What is a Swiss shelf company?
A "shelf company" (also "ready-made company", "aged company") is a previously-incorporated Swiss legal entity, typically an AG or GmbH, that has been registered in the commercial register, never traded or has minimal activity history, has paid-up share capital, and a clean tax + register record. Buyer acquires the shares (AG) or capital quotas (GmbH) and instantly receives an operational legal entity without going through the formation steps.
Why buy a shelf company instead of forming a new one?
Three driver scenarios:
- Speed. Operational entity in 2–4 weeks vs 2–6 weeks for new incorporation, particularly when the shelf already has an active Swiss bank account.
- Established date. "Incorporated 2018" looks more credible to counterparties than "incorporated last week", relevant for some B2B contracts, banking onboarding, and tender qualifications.
- Pre-existing registrations. Shelf entities sometimes already have VAT registration and bank-account opening completed.
Swiss shelf company vs new formation: comparison
| Factor | Shelf company | New formation |
|---|---|---|
| End-to-end timeline | 2–4 weeks | 2–6 weeks |
| Apparent age signal | Older = more credible | Newly registered |
| Bank-account continuity | Sometimes inherits | Opens fresh |
| Tax loss carry-forwards | Risky (Mantelhandel) | None to inherit |
| Capital flexibility | Fixed at original | Set at incorporation |
| Indicative cost | CHF 10,000–30,000 | CHF 1,900–9,000 + capital |
Purchase process: step-by-step
- Pre-purchase due diligence, review Zefix entry, commercial register history, financial statements (if any), tax confirmations, bank account status (3–7 days).
- Share / quota purchase agreement, drafting + signing; for GmbH the quota assignment requires notarisation per CO Art. 785.
- Capital payment / consideration, buyer pays seller; escrow optional for added protection.
- Commercial register filings, change of: shareholders/members, board/management, registered office (if changed), name (if changed), business object (if changed). 5–10 working days processing.
- Tax authority notifications, cantonal tax + ESTV (VAT if applicable); change of UBO disclosed.
- Bank account control transfer, bank conducts full re-KYC on new UBO; account temporarily restricted 5–15 working days.
- SOGC publication of changes, same day as register entry.
Mantelhandel doctrine: tax-loss-carry-forward risk
The Federal Supreme Court's "shell trading" (Mantelhandel) doctrine is the single most important tax issue when acquiring a Swiss shelf company. When a shelf company is acquired AND the change of control is combined with a substantive change of business activity, the transaction may be recharacterised as economic liquidation followed by refoundation. Consequences:
- Tax loss carry-forwards from the prior business activity are denied;
- Issuance stamp duty (1% above CHF 1M capital) may be triggered as on a fresh incorporation.
If a buyer values the shelf primarily for its loss carry-forwards, the shelf must genuinely continue the existing business activity. Substantive changes of activity defeat the tax benefit.
Cost of acquiring a Swiss shelf company
| Item | Range (CHF) |
|---|---|
| Shelf entity purchase price (GmbH, paid-up capital intact) | 7,000–15,000 |
| Shelf entity purchase price (AG, paid-up capital intact) | 12,000–25,000 |
| Legal / notary for transfer | 2,000–5,000 |
| Commercial register fees | 600–1,200 |
| Tax authority notifications | 200–500 |
| Total realistic | ~10,000–30,000 |
Market prices observed 2024–2025; verify against current quotes at time of reliance.
Frequently asked questions
What is a Swiss shelf company?
A previously-incorporated Swiss legal entity (AG or GmbH), kept dormant with no trading history, paid-up capital intact, and clean commercial-register record. Sold to a buyer who acquires shares or quotas and receives an operational entity.
How long does it take to buy a Swiss shelf company?
Typically 2–4 weeks end-to-end: due diligence (3–7 days), purchase agreement, capital payment, commercial-register filings (5–10 working days), tax authority notifications, bank account control transfer (5–15 working days).
What does a Swiss shelf company cost?
Entity purchase price typically CHF 7,000–15,000 (GmbH) or CHF 12,000–25,000 (AG). Plus legal/notary CHF 2,000–5,000, commercial register fees CHF 600–1,200, tax notifications CHF 200–500. Total ~CHF 10,000–30,000.
What is Mantelhandel?
"Shell trading" doctrine of Swiss Federal Supreme Court: when a shelf company is acquired and the change of control is combined with a change of business activity, it may be recharacterised as economic liquidation + refoundation. Tax loss carry-forwards are denied; issuance stamp duty may be triggered.
Can I keep tax loss carry-forwards from the previous owner?
Only if the company genuinely continues the existing business activity. If business activity changes substantively in connection with the change of control, Mantelhandel recharacterisation applies, losses denied.
Can I change the company name and registered office after purchase?
Yes, both are filed with the cantonal commercial register as standard amendments. Changing the business object is also possible but interacts with Mantelhandel risk if combined with control change.
Does a shelf company come with a bank account?
Sometimes, the seller may have opened an account for the entity. After ownership change, the bank conducts full re-KYC on the new UBO; account may be temporarily frozen for 5–15 working days.
Is a shelf company faster than forming a new one?
Yes, typically 2–4 weeks vs 2–6 weeks for new incorporation. Speed is greatest if shelf already has an active bank account.
What due diligence should I do before buying?
Verify Zefix register entry, review historical financial statements, confirm tax clearance status, check no pending litigation or disputes, validate bank account status, confirm UBO chain, check for hidden contracts or guarantees.
What warranties should I demand from the seller?
Standard SPA warranties: clean tax record, no undisclosed liabilities, no pending claims, full disclosure of historical activity. Indemnity for breach. Optional escrow of part of purchase price for 12–24 months.