- →
-
Contact Form
-
A Swiss shelf company, a Vorratsgesellschaft in German, is a GmbH or AG that was founded by public deed and entered in a cantonal commercial register in the ordinary way, then kept without any business so that it can be sold. Buying a Swiss company of this kind, often called an off-the-shelf or ready-made company, means taking over all of its shares or quotas, replacing its management and usually changing its name, seat and purpose. It remains the same legal person throughout: the same enterprise number (UID), the same date of incorporation, the same publication history in the Swiss Official Gazette of Commerce (SHAB).
What the buyer of a ready-made Swiss GmbH or AG receives:
What it does not have: customers, staff, a trading record, normally a VAT registration, or a bank account that will survive the change of owner.
Swiss law draws a hard line between a never-traded shelf company and a “Mantel”, the empty shell of a business that once traded and was wound down in fact but never formally liquidated. The commercial register office of Zug puts it this way: under the settled case law of the Federal Supreme Court, trading in such shells (Mantelhandel) is void, and since 1 January 2025 that case law is written into the Code of Obligations. Article 684a, applied to the GmbH by Article 787a, makes a transfer of shares void where the company has no business activity, no realisable assets left and is over-indebted.
The register checks for this. Under Article 65a of the Commercial Register Ordinance, an office with a founded suspicion asks for the latest signed accounts, and the ordinance names as a warning sign the change of several entered facts, such as purpose, seat, name and board, at once or in succession. Most shelf purchases do exactly that, so expect the question. Zurich goes further for the GmbH: a filing that transfers 100% of the quotas must include a copy of the signed accounts for the last completed financial year, and the office refuses the entry where the company is over-indebted, a term it reads widely to include a breach of the equity rules. A shelf company that still holds its paid-in capital has realisable assets and is not over-indebted, so the rule does not touch it; one whose capital has been spent may be caught.
Tax law has its own shell rule: the Stamp Duties Act treats a majority sale of shares in a company that has been economically liquidated or put into liquid form as an issue of new shares, with a 1% duty on its net assets (Art. 5 para 2 let. b, Art. 8 StG). In a 2026 judgment now before the Federal Supreme Court, the Federal Administrative Court and the tax authority both deducted an allowance of CHF 1 million before applying that rate, far above the statutory minimum capital a shelf company holds.
A GmbH sale needs no notary for the transfer itself: the assignment of quotas only has to be in writing, and a public deed is needed only where the articles demand one. What it does need is the approval of the members’ meeting, unless the articles waive it, and the assignment takes legal effect only once that approval is given. Where the seller is the only member, the approval can be given at the same meeting that appoints the buyer’s managing directors.
| Step | What happens | Legal basis |
|---|---|---|
| 1. Read the articles | Consent rules, pre-emption rights, additional contribution duties, any public deed requirement | CO Art. 777a, 786 |
| 2. Assignment agreement | Signed in writing by seller and buyer, repeating the statutory rights and duties attached to the quotas | CO Art. 785 |
| 3. Members’ meeting | Approves the assignment; without a refusal within six months approval counts as given | CO Art. 786, 787 |
| 4. Register of quotas | The company enters the buyer, with name, address and quotas, in its Anteilbuch | CO Art. 790 |
| 5. Commercial register | The company files the transfer with the agreement and the approval; the buyer is entered only if the chain from the registered member is complete | HRegV Art. 82; CO Art. 791 |
| 6. Beneficial owner | The buyer reports the controlling individual to the company within one month | TJPG Art. 13 |
Because GmbH members are registered, the buyer’s name, or the name of the buyer’s holding company, appears on Zefix once the entry is published. A holding company based abroad files a recent certified and apostilled extract from its own register. Filed documents are public and cannot be withdrawn, so the agreement sent to the register should hold nothing beyond what the entry needs.
Shares in an AG are registered shares, transferable without restriction unless the law or the articles say otherwise. Where certificates exist, the seller hands over the endorsed certificate; where none were issued, the shares pass by written assignment. The articles may make transfers subject to the company’s approval, which can then be refused only for an important reason named in the articles or by offering to buy the shares at their real value; until approval, ownership stays with the seller, and silence for three months counts as approval. A point often missed: shares that are not fully paid, as in an AG that paid in only the CHF 50,000 minimum of its capital, can be transferred only with the company’s consent.
Towards the company, the buyer is a shareholder once entered in the share register, which must be accessible in Switzerland. AG shareholders are not in the commercial register, so a change of shareholder alone needs no register filing; the filing comes with the new board. That keeps an AG buyer off the public register, although the beneficial owner is still reported, as below.
The members’ meeting or general meeting replaces the seller’s managers with the buyer’s, and each new signatory files a certified signature and a copy of a passport or ID card. The company must still be capable of being represented by someone resident in Switzerland with access to its share register or register of quotas and its beneficial owner records, so a buyer without a Swiss-resident manager keeps or appoints a resident director when the seller’s resigns.
Any change to the articles, whether name, seat, purpose or capital, is resolved by public deed and entered in the register, so most purchases do involve a notary at this stage. A move to another canton is entered at the new seat, and filings follow the official language of that canton: German in Zug and Zurich, French in Geneva, Italian in Ticino.
Since 1 October 2026 the Federal Act on the Transparency of Legal Entities (TJPG) has replaced the old notification to the company under Article 697j CO. A shareholder or member holding control reports the beneficial owner, any individual controlling at least 25% of capital or votes or controlling the company by other means, to the company within one month. The company reports to the federal transparency register at the Federal Office of Justice within one month of learning of a change. For companies registered before 1 October 2026 there is a transition rule that matters here: the first report falls due within one month of the first change to the commercial register entry after that date, and a sale with a new board is such a change.
A company whose beneficial owners are all registered as members or officers may report through the cantonal register office instead. The register is not public; authorities and AML-regulated financial intermediaries, such as banks, can consult it. An intentional failure to report is punishable by a fine.
Shelf companies with an existing bank account are not readily available in Switzerland: banks there generally close the account on a change of control, so the company is transferred first and banking is arranged afterwards. Our page on shelf companies with bank accounts lists where that differs, and the page on bank accounts for Swiss companies explains what a Swiss bank asks of new owners.
A never-traded company normally has no VAT registration, because liability starts with business activity. The new owner registers within 30 days of the business becoming liable, at CHF 100,000 of yearly turnover or earlier by choice, and the VAT number will be the company’s existing UID followed by MWST. On the sale itself, the federal securities transfer stamp duty of 1.5 per mille applies only where a bank or another securities dealer is a party or acts as intermediary.
A new company is not slow to register in Switzerland: the federal SME portal gives 5 to 60 days for the register stage, and the Zurich office calls 7 to 10 days usual. A buyer who renames the company, moves its seat and rewrites its purpose goes through a notary and the same cantonal queue anyway, needs a resident representative either way, and gets no bank account with the company. If none of the following matters to you, forming a new AG or GmbH is the plainer route:
Our guide to aged shelf companies covers what an older date does and does not prove, and the Switzerland overview covers the country as a whole.
What we do: we can supply a ready-made Swiss GmbH or AG or form a new one, prepare the transfer or formation documents and the commercial register filings, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction. The bank alone decides whether to open the account. If no incoming board member or managing director lives in Switzerland, the company still needs a resident representative, and we arrange one only through a professional who belongs to a self-regulatory organisation under the Anti-Money Laundering Act; that director owes the company the same care and loyalty, and the same liability, under the Code of Obligations as any other, and you are reported as beneficial owner to the transparency register, with any fiduciary role shown.
Yes. Swiss company law sets no nationality or residence rule for shareholders or members, so a buyer abroad, or a foreign holding company, can own all of a GmbH or AG. Two things follow the purchase: the company still needs a person resident in Switzerland who can represent it, and the buyer must report the beneficial owner to the company, which reports to the federal transparency register.
Not for the transfer itself. GmbH quotas pass by written assignment approved by the members’ meeting, and AG shares by endorsement or written assignment. A notary becomes necessary when the articles change, for a new name, seat or purpose, because amendments to the articles must be made by public deed. GmbH articles can require the assignment itself to be notarised.
Not readily. Swiss banks generally close the account when control of a company changes, so a Swiss shelf company is transferred without a working account and banking is arranged afterwards. The new owners apply like any new client, identifying the signatories and declaring the controlling persons, and the bank decides on its own terms.
It depends on the form. GmbH members are entered with their quotas and appear on Zefix, so the buyer of a GmbH, or the buyer’s holding company, becomes public. AG shareholders are kept only in the company’s share register. Directors and signatories of both forms are public. Beneficial owners go to the transparency register, which only authorities and regulated intermediaries can consult.
Yes, for a genuine shelf company. What Swiss law voids is the sale of shares in an empty, over-indebted shell of a former business (Article 684a CO, since 2025). The register may ask for signed accounts when name, seat, purpose and board change together, so check that the company still holds its paid-in capital and that its accounts show it.
Start with Zefix and the SHAB, which show the incorporation date, every published change and, for a GmbH, the members. The filed documents behind each entry, including the founding deed and articles, can be inspected at the cantonal register office. Ask the seller for signed accounts or an interim balance sheet, the share register or register of quotas, and the articles’ rules on transfer consent.
To ask which Swiss GmbH and AG companies are available now, or what the transfer of one would need from you, contact us; you can also reach us on Telegram or WhatsApp at +48 663 247 166.