Swiss Shelf AG
Ready-made Aktiengesellschaft with CHF 100,000 paid-up share capital. Shareholders not listed publicly. Freely transferable shares. Preferred by international holding structures and privacy-focused buyers.
Browse AG Shelf Companies →
Definition
What Is a Swiss Shelf Company?
A Swiss shelf company (Vorratsgesellschaft) is a legally incorporated AG or GmbH that has never conducted commercial operations, holds paid-up share capital, and carries no liabilities. It is registered in the Swiss Commercial Register with valid statutes and a unique business identifier (UID), available for immediate transfer to a new owner within 5-15 business days.
Shelf companies are created deliberately by fiduciary service providers and law firms: not as the byproduct of a failed business. Upon transfer, the buyer acquires a clean corporate vehicle with an established incorporation date, a registered legal address in Switzerland, and statutes already compliant with the Swiss Code of Obligations (OR). The company has no contracts, no debts, no pending tax obligations, and no employment history.
This is the essential distinction from a Mantelgesellschaft (shell company): a formerly active entity being recycled after economic failure. The two are legally distinct under Swiss law, a distinction that became dispositive when the Federal Act on Combating Abusive Bankruptcies entered into force on 1 January 2025.
Swiss shelf companies are available in two legal forms: the AG (Aktiengesellschaft, joint-stock company) and the GmbH (Gesellschaft mit beschränkter Haftung, limited liability company). AGs dominate the shelf market due to their freely transferable shares and the absence of mandatory public shareholder disclosure.
Our Inventory
Shelf Company Types Available
Swiss Shelf GmbH
Ready-made Gesellschaft mit beschränkter Haftung with CHF 20,000 paid-up capital. Lower capital requirement. Shareholders are publicly listed under Art. 787 OR. Transfer requires notarial certification under Art. 785 OR.
Browse GmbH Shelf Companies →Registered Address
Domiciliary address in Zug, Zurich, Schwyz, or Basel. Mandatory for the Commercial Register. Includes mail forwarding and official contact person. Available from day one of transfer.
Address Options →Nominee Director
Swiss-domiciled nominee director satisfying the Art. 718 OR residency requirements. Covers the post-acquisition period while you establish your own board composition. Full indemnity agreement in place.
Nominee Director Service →Swiss Holding Company
Structure a Swiss AG as a holding vehicle: access the participation exemption (Beteiligungsabzug), low cantonal capital tax in Zug and Schwyz, and Switzerland's network of 100+ double tax treaties.
Swiss Holding Structures →Corporate Administration
Post-transfer services: bookkeeping (OR Art. 957 ff.), annual accounts preparation, VAT registration (MWST), and cantonal tax filings. Full compliance from day one under one engagement.
Discuss Requirements →
Comparison
AG vs GmbH: Which Shelf Company Type Suits You?
Both AG and GmbH shelf companies are fully incorporated, ZEFIX-registered entities with no trading history and fully paid-up capital. The differences lie in capital requirements, shareholder privacy, and transfer mechanics.
| Feature | Shelf AG | Shelf GmbH |
|---|---|---|
| Minimum share capital | CHF 100,000 (50% paid at formation) | CHF 20,000 (100% paid) |
| Shareholder privacy | Not listed in the Commercial Register | All shareholders publicly listed (Art. 787 OR) |
| Share transfer mechanics | Written SPA or endorsement: no notarisation required | Mandatory notarial certification (Art. 785 OR) |
| Typical buyer profile | International holding, privacy-focused, larger deals | Smaller operations, owner-managed structures |
| Provider premium | CHF 7,500-24,500 | CHF 7,500-18,500 |
| Transfer timeline | 5-15 business days | 5-15 business days |
For international buyers who value confidentiality, the AG is typically preferred: shareholders do not appear in the public register. If capital efficiency is the priority and the structure is operationally owner-managed, a shelf GmbH reduces the minimum capital requirement by 80%.
Legal Framework
Is Buying a Swiss Shelf Company Legal?
Yes. The acquisition of a Vorratsgesellschaft is explicitly anticipated and lawful under Swiss corporate law, including after the January 2025 reforms.
The 2024 Federal Act on Combating Abusive Bankruptcies (in force 1 January 2025) introduced Art. 684a OR for AG transfers and Art. 787a OR for GmbH transfers. These provisions were enacted to prevent the recycling of insolvent shells (Mantelgesellschaften), not to restrict shelf company purchases.
Under Art. 684a OR, a share transfer is null and void only when all three of the following conditions are satisfied simultaneously:
- 1. The company no longer conducts any business activity
- 2. The company no longer has any disposable (realisable) assets
- 3. The company is over-indebted (negative net assets)
A properly maintained Vorratsgesellschaft satisfies none of the three conditions: it holds paid-up share capital (condition 2 fails) and carries no liabilities (condition 3 fails). The statutory null-and-void rule does not apply to a genuine shelf company transfer.
Swiss practice confirms this reading: the Federal Commercial Register Authority (EHRA) routinely processes ownership and board changes for shelf companies. There is no regulatory restriction on foreign nationals acquiring a Swiss shelf company.
Detailed statutory analysis: Swiss Shelf Company Legal Requirements 2026
Acquisition Process
The 7-Step Acquisition Process
From signed share purchase agreement to fully re-registered Swiss company: 5-15 business days. Bank account setup is an independent process, adding 1-2 weeks (neobanks) or 4-8 weeks (cantonal and major banks).
1
Select and Verify
Review available shelf companies by legal form, canton, incorporation date, and share capital. Confirm UID via the Swiss Central Business Name Index (zefix.admin.ch). Any prior commercial activity in the register requires legal review before proceeding.
2
Due Diligence Pack
Receive the full documentation set: certificate of incorporation, current statutes (Statuten), ZEFIX register extract, paid-up capital confirmation, tax clearance letter, share register (for AGs), and quota ledger (for GmbHs).
3
Sign the Share Purchase Agreement
A written SPA is executed, covering purchase price, representations and warranties (clean history, no liabilities, no pending litigation), and completion mechanics. AG transfers require no notarisation for the SPA itself. GmbH transfers require mandatory notarial certification of the transfer deed under Art. 785 OR.
4
Notarial Act for Structural Changes
Name change, purpose update, new board composition, and registered address all require a notarial act in every Swiss canton, for both AG and GmbH. The notary records resolutions of the shareholders' meeting and certifies amendments to the Statuten.
5
Two-Stage Commercial Register Filing (2025)
The 2025 reforms introduced heightened scrutiny on post-acquisition filings. Stage 1: file new directors and registered address. Stage 2: file updated name and business purpose once Stage 1 is confirmed. This sequencing avoids triggering registrar review for simultaneous mass changes.
6
UBO Declaration
Any acquirer of 25% or more of shares must file a beneficial ownership declaration to the company's internal UBO register within 30 days (Art. 697j OR). Not publicly disclosed. For a 100% acquisition, the declaration is immediate and automatic.
7
Bank Account and Operational Setup
Opening a Swiss bank account requires full KYC documentation under new ownership. The company can sign contracts and issue invoices immediately after the register filing is confirmed. Neobanks (Neon, Yuh, Banking Circle): 1-2 weeks. Cantonal and major banks (UBS, ZKB, Raiffeisen): 4-8 weeks.
Nominee Director Switzerland | Registered Address Switzerland
Pricing
Cost Overview
A shelf company acquisition involves five cost components. All-in cost for a full-service package including registered address and nominee director: CHF 7,500-24,500 depending on canton, entity age, and services included.
| Cost Component | Typical Range (CHF) |
|---|---|
| Provider premium (company itself) | 4,500-15,000 |
| Notary fees (structural changes) | 1,000-3,500 |
| Commercial Register filing fees | 400-800 |
| Registered address (first year) | 1,000-5,000 |
| Nominee director (first year, if needed) | 1,500-4,000 |
| Total all-in | 7,500-24,500 |
| Shelf AG | Fresh AG | Shelf GmbH | Fresh GmbH | |
|---|---|---|---|---|
| All-in cost (CHF) | 7,500-24,500 | 3,500-8,000 + CHF 50k-100k blocked | 7,500-18,500 | 2,500-6,000 + CHF 20k blocked |
| Timeline | 5-15 business days | 3-6 weeks | 5-15 business days | 3-6 weeks |
| Capital deposit wait | None (already paid) | 4-8 weeks | None (already paid) | 4-8 weeks |
Stamp duty note: A 0.15% Umsatzabgabe (securities transfer stamp tax) applies if the seller qualifies as a securities dealer under Swiss federal stamp duty law. No Swiss VAT is charged on the company transfer.
Tax Planning
Canton Selection: Where Should You Domicile?
All shelf companies in our inventory are domiciled in established low-tax cantons. Canton choice directly affects effective corporate income tax, capital tax, and ongoing domiciliation cost.
| Location | Effective CIT Rate | Capital Tax | Notes |
|---|---|---|---|
| Zug (city / Baar) | ~11.8% | 0.07% | Default for international holding; Crypto Valley cluster |
| Wollerau / Feusisberg (Schwyz) | ~11.8% | 0.01% | Lowest capital tax in Switzerland; best for large equity holdings |
| Meggen (Lucerne) | ~11.1% | 0.07% | Lower domiciliation cost than Zug; competitive CIT |
| City of Zurich | ~19.6% | 0.17% | Operational businesses; FINMA access; banking relationships |
| Geneva | ~14-20% | - | International trade; French-speaking; UN/NGO proximity |
| Basel | ~13-14% | - | Pharma, biotech, and medtech clusters |
Federal corporate income tax applies uniformly across all 26 Swiss cantons: 8.5% statutory rate, equivalent to approximately 7.83% on a pre-tax profit basis (Swiss taxes are tax-deductible against themselves). The federal rate is added to the cantonal and communal rate to produce the combined effective rates above.
Switzerland's OECD Pillar Two global minimum tax (15%) applies only to multinational groups with annual consolidated revenue exceeding EUR 750 million. The vast majority of shelf company buyers are unaffected.
Swiss Holding Company Tax Rate: Full Cantonal Analysis | Swiss Holding Company Structures
Use Cases
When Does a Shelf Company Make Sense?
Time-Critical Transactions
A contract signature deadline, regulatory filing, or tender submission requires an operational Swiss entity within days. Fresh incorporation takes 3-6 weeks plus a 4-8 week capital deposit wait. A shelf company transfers in 5-15 business days.
Established Incorporation Date
Some counterparties, banks, or public procurement processes require proof that the entity existed prior to a specific date. A shelf company carries its original ZEFIX registration date: useful for credibility, tendering, and counterparty KYC requirements.
Skip the Capital Deposit Queue
Blocking CHF 50,000-100,000 (AG) or CHF 20,000 (GmbH) in a formation escrow account for 4-8 weeks has a real cost of capital. In a shelf acquisition, capital is already paid in: no escrow account, no bank queue, no deposit wait.
Documentation
What Comes with the Company?
Every shelf company transfer includes a full documentation pack. All documents are provided before the SPA is signed, with no undisclosed liabilities and no prior claims.
- Certificate of incorporation (original or certified copy)
- Current articles of association (Statuten)
- ZEFIX commercial register extract (dated within 10 days of transfer)
- Share register / quota ledger (clean: no pledges, no liens, no restrictions)
- Capital confirmation letter (bank confirmation of fully paid-up capital)
- Tax clearance statement (no outstanding federal or cantonal tax obligations)
- Undated resignation of incumbent director (handed over at closing)
All documents are provided in English and German. Apostille legalisation available on request for use in foreign jurisdictions.
FAQ
Frequently Asked Questions
What is a Swiss shelf company?
A Swiss shelf company (Vorratsgesellschaft) is an already-incorporated AG or GmbH with no trading history, full paid-up capital, and no liabilities. It is registered in the Swiss Commercial Register and can be transferred to a new owner within 5-15 business days: without the delays and capital deposit wait of forming a new entity.
Is buying a shelf company in Switzerland legal?
Yes. The Vorratsgesellschaft is a standard Swiss legal concept. Art. 684a OR and Art. 787a OR (in force January 2025) apply only to insolvent shells being recycled (Mantelgesellschaften): not to clean, funded shelf companies. The Federal Commercial Register Authority (EHRA) processes ownership changes routinely. Foreign nationals may acquire a Swiss shelf company without restriction.
How long does it take to acquire a Swiss shelf company?
The transfer process from signed SPA to Commercial Register confirmation typically takes 5-15 business days. Bank account opening is an independent step: add 1-2 weeks for neobanks (Neon, Yuh, Banking Circle) or 4-8 weeks for cantonal and major banks (UBS, ZKB, Raiffeisen).
What is the minimum capital for a Swiss AG shelf company?
A Swiss AG requires minimum share capital of CHF 100,000, of which at least CHF 50,000 (50%) must be paid up at formation. In a shelf company acquisition, the capital is already paid in full: the buyer does not repeat the deposit process or open an escrow account.
What is the difference between a shelf AG and a shelf GmbH?
The AG offers shareholder privacy (shareholders are not listed in the Commercial Register) and higher minimum capital (CHF 100,000). The GmbH requires only CHF 20,000 but lists all shareholders publicly and requires notarial certification for every quota transfer under Art. 785 OR. Most international buyers choose the AG for confidentiality reasons.
Ready to Acquire Your Swiss Shelf Company?
Our team of Swiss law specialists has 8-12 years of experience in corporate formation and shelf company transfers. We work exclusively with clean, ZEFIX-verified shelf companies. Quotes are bespoke: no standard packages.