A Swiss shelf company provides a swift entry point into Switzerland’s corporate environment—but evolving laws and stricter regulatory oversight have changed the way these entities must be approached. In 2025, entrepreneurs and investors alike need to balance speed with legal clarity, ensuring any acquisition is both compliant and effective.
Understanding Shelf Companies in Switzerland
A shelf company in Switzerland—sometimes referred to as a ready-to-use company or Swiss readymade company—is a legal entity (AG or GmbH) that has already been formed, but has remained dormant since incorporation. It is fully registered, has its share capital in place, and is ready for immediate transfer.
Because the formation process, statutory documents, and commercial register filings are already completed, the new owner can take control within a few working days. Shelf companies are especially useful for time-sensitive projects or when having an older incorporation date is strategically advantageous.
Why Acquire a Swiss Shelf Company?
Many clients opt for a shelf entity instead of forming a company from scratch for the following reasons:
- Time advantage – no waiting for notarial appointments or capital deposit confirmations
- Established status – older formation dates can enhance reputation and trust
- Simplified compliance – existing corporate framework already aligns with Swiss law
- Flexibility – usable as holding companies, SPVs, or operational businesses once updated
Both AGs and GmbHs are used, but the Swiss AG is more commonly found as a shelf vehicle due to its transferability and neutral corporate image.
Key Differences: Swiss AG vs Swiss GmbH
| Feature | Swiss AG | Swiss GmbH |
| Minimum capital | CHF 100,000 | CHF 20,000 |
| Transfer process | Simple share transfer | Notarised share sale required |
| Visibility of ownership | Owners disclosed internally | Shareholders publicly listed |
| Use cases | Ideal for international or complex deals | Suitable for SMEs and family firms |
| Shelf availability | High | Moderate to low |
Risks in Shelf Company Purchases
Despite their appeal, shelf companies require caution. Buying the wrong entity can result in:
- Legal nullity under recent laws
- Refusal of changes by the commercial registry
- Undetected liabilities or tax issues
- Compliance failures due to outdated documents
These risks can be mitigated through legal checks and careful documentation, which should be provided by the seller or verified independently.
Importance of Legal Guidance
Engaging professional advisers is no longer optional—it is a necessity. Legal counsel or a licensed fiduciary can:
- Confirm the company is active and solvent
- Assist with statutory changes and new filings
- Verify the share capital and balance sheet
- Ensure compliance with AML and ownership rules
- Coordinate with cantonal commercial registers
Without this expertise, investors risk losing time, credibility, and resources.
Legal Developments from 2023 to 2025
Recent amendments to the Swiss Code of Obligations have introduced new rules that directly affect the shelf company market:
Mantelhandel Restrictions (Art. 684a / 787a CO)
Effective 1 January 2025, Swiss law declares transfers null and void if a company:
- Has ceased operations
- Has no recoverable assets
- Is financially over-indebted
These rules apply to AGs and GmbHs and aim to prevent misuse of “empty” legal shells. The register may refuse changes if the company is deemed economically inactive or insolvent.
Financial Disclosure Requirements
Registrars may now request balance sheets or audit statements before processing updates to ownership or company purpose—especially in cases involving shelf transfers.
Beneficial Ownership Reporting
Article 697j CO requires that anyone gaining 25% or more of a company’s shares must declare their beneficial ownership to the company within 30 days. Failure to do so can result in regulatory penalties and compliance flags.
Ban on Bearer Shares
Bearer shares have been completely phased out. Shelf companies must issue registered shares and maintain updated shareholder registers, ensuring traceability and legal clarity.
Summary: Smart Use of Swiss Shelf Companies in 2025
When correctly managed, a Swiss shelf company remains a powerful tool for rapid entry into Switzerland’s legal and economic framework. Yet reforms enacted over the past two years have raised the bar on due diligence and transparency.
Prospective buyers should:
- Confirm that the entity is active, solvent, and not over-indebted
- Ensure proper disclosure of beneficial ownership
- Avoid providers that cannot supply financial documents
- Always work with a qualified legal or fiduciary adviser
With proper preparation and a focus on compliance, a Swiss readymade company can offer not only speed, but long-term legal security.
FAQ: Swiss Shelf Company in 2025
What is a Swiss shelf company?
It’s a pre-registered company in Switzerland—typically an AG or GmbH—that has never conducted business and is available for immediate use.
Are Swiss shelf companies still legal?
Yes, they are legal. However, recent laws make it illegal to sell or transfer over-indebted, inactive companies with no assets.
How long does it take to transfer a shelf company?
Transfers usually take 1–3 business days if all documentation is in order.
What are the new rules on shelf companies in Switzerland?
As of 2025, Articles 684a and 787a CO prohibit transferring “dead” companies—those without activity, assets, or solvency.
What is the Mantelhandel restriction?
It refers to the legal prohibition on trading corporate shells that are economically extinguished. Such transfers are nullified by law.
What documents are required when buying a shelf company?
You’ll need shareholder and board resolutions, audited accounts (if applicable), identification documents, and transfer agreements.
Do I have to declare the beneficial owner?
Yes. If you acquire 25% or more of the shares, you must report the beneficial owner to the company within 30 days.
Can I change the name and activity of the shelf company?
Yes. You can modify the business name, objectives, directors, and registered office after completing the transfer.
Which is better for a shelf company: AG or GmbH?
AGs are more flexible and suitable for international or structured uses. GmbHs are simpler and often better for local businesses.
Can the registry reject my shelf company registration?
Yes, if the company is found to be non-compliant, insolvent, or inactive without justification.
Is professional legal help required?
Strongly recommended. Swiss legal and fiduciary experts help ensure compliance, register updates, and avoid legal nullity.
Are bearer shares allowed in shelf companies?
No. Bearer shares were abolished. All Swiss companies must issue registered shares and maintain updated ownership records.
