Swiss Shelf Company Legal Requirements 2025/2026: A Compliance Guide for International Buyers

Legal Framework Overview

The primary statutory framework governing Swiss shelf companies consists of: the Code of Obligations (OR, SR 220), covering AG (Art. 620-763) and GmbH (Art. 772-827); the Commercial Register Ordinance (HRegV), governing registration procedures, filing timelines, and mandatory disclosures; the Anti-Money Laundering Act (GwG), imposing due diligence and beneficial ownership verification on financial intermediaries; and cantonal and federal tax acts governing profit tax, capital tax, and withholding tax.

Art. 684a OR: AG Mantelgesellschaft Prohibition (Effective 1 January 2025)

Article 684a OR entered into force on 1 January 2025 as part of the Federal Act on Combating Abusive Bankruptcies. It renders certain AG share transfers null and void by operation of law when all three of the following conditions are met simultaneously:

The legislative intent is unambiguous: a company that is factually liquidated must be formally dissolved and deleted from the register. Art. 684a targets Mantelgesellschaften, former operating companies whose business has ceased and assets have been consumed, which were previously sold to avoid formal liquidation costs. The purchase agreement has no effect; the purported buyer does not acquire shareholder status.

Art. 787a OR: GmbH Mantelgesellschaft Prohibition

Art. 787a OR is the direct mirror provision of Art. 684a for the GmbH. It applies the same three-condition null-and-void test to GmbH quota transfers. The parallel structure closes the corporate form arbitrage that previously allowed practitioners to route transactions through whichever entity type offered less scrutiny. For GmbH shelf vehicles specifically, GmbH quota holders are publicly listed in the commercial register, meaning any acquisition that proves void under Art. 787a creates a visible public record of a legally ineffective transaction.

The Vorratsgesellschaft Safe Harbour

A Vorratsgesellschaft (legitimately constituted shelf company) is legally distinct from a Mantelgesellschaft and does not fall within the scope of Art. 684a or Art. 787a OR. A legitimate shelf AG satisfies none of the three conditions:

• It was properly formed with its capital paid in and exists as a legal entity in good standing
• It holds realisable assets: its fully paid-up share capital (CHF 100,000 for AG; CHF 20,000 for GmbH), which remains intact
• It carries no liabilities; its balance sheet is clean

This safe harbour depends on continuous maintenance. The shelf vehicle must have filed required financial statements, renewed any opting-out of audit on schedule, and have clean tax filings. A shelf company that has been neglected, with lapsed cantonal tax obligations or missing annual accounts, may accumulate conditions that narrow the gap to Mantelgesellschaft territory. Acquiring from a reputable, professionally maintained fiduciary inventory is the structural guarantee that the Vorratsgesellschaft conditions are met.

Director Residency: Art. 718 OR (AG) and Art. 814 OR (GmbH)

Since 1 July 2015, Art. 718(4) OR requires that at least one member of an AG's board of directors who has individual or joint signatory authority must be domiciled in Switzerland. The equivalent for GmbHs is Art. 814(3) OR (not Art. 804). "Domicile" means genuine habitual residence in Switzerland, not merely a registered address or postal presence.

For shelf company buyers who are themselves non-resident, appointing a Swiss-resident director or manager is a mandatory legal prerequisite, not optional. Nominee director arrangements (a Swiss-resident fiduciary holding a board seat to satisfy the residency requirement) are widely used but attract significant scrutiny under GwG/KYC frameworks. Any bank servicing the company will conduct enhanced due diligence where nominee structures are in place, and documentary evidence of ultimate beneficial ownership will be required.

Beneficial Ownership Disclosure: Art. 697j OR and LETA (Mid-2026)

Current Rule: Art. 697j OR

Any individual or entity acquiring 25% or more of the shares or voting rights of a Swiss AG or GmbH must report their identity to the company within 30 days. The company maintains an internal beneficial ownership register (full name, address, date of birth, nationality). This register is not publicly accessible but is available to Swiss authorities and financial intermediaries. Failure to comply results in suspension of shareholder voting rights and dividend entitlements until reporting is fulfilled.

Incoming Rule: Legal Entities Transparency Act (LETA)

Swiss Parliament adopted LETA on 26 September 2025. Entry into force is expected mid-2026. LETA replaces the internal-register model with a central Federal Register of Beneficial Owners:

• Scope: All Swiss AG, GmbH, cooperatives, and certain foreign entities with Swiss nexus. Publicly listed companies and majority state-owned subsidiaries are exempt.
• What must be reported: Full name, date of birth, nationality, residential address, and the nature and extent of control (shareholding percentage, voting rights, or other control mechanisms).
• Timing: Within one month of incorporation; existing entities within the transitional period in implementing regulations.
• Cross-check mechanism: Banks and GwG-regulated intermediaries must report discrepancies between their internal KYC records and the Federal Register.
• Penalties: Intentional failure to register or registration of false information: up to CHF 500,000.

The driver for LETA is alignment with FATF Recommendation 24, following FATF's identification of gaps in Switzerland's internal-register model in its mutual evaluation.

The Two-Stage Commercial Register Filing (Since 1 January 2025)

All shelf company transfers now proceed through a mandatory two-stage filing under the revised HRegV framework:

• Stage 1: Registration of new board composition and company name (governing persons) takes priority and must be filed first, establishing legal accountability from the point of transfer.
• Stage 2: Registration of purpose, activity changes, and structural amendments follows once Stage 1 entries are confirmed.

Cantonal registers are entitled to refuse Stage 2 filings if Stage 1 entries are incomplete. This means the timeline from acquisition agreement to fully operative company spans two distinct filing windows rather than a single omnibus submission. Each stage carries the CHF 420 base fee plus position and signatory registrations. Total two-stage cost: CHF 900-1,600.

Bearer Share Abolition: Final Deadline Passed

The phased abolition of Swiss bearer shares is complete:

No legitimate Swiss shelf AG or GmbH carries bearer shares. Any seller claiming to transfer bearer shares is offering either an illegally structured instrument or one that has been void since November 2024.

Audit Opting-Out: Post-1 January 2025 Tightening

Under Art. 727a para. 2 OR as amended from 1 January 2025, a valid audit opting-out for a company with fewer than 10 FTE must be:

• Filed with the commercial register before the beginning of the financial year to which it applies
• Accompanied by the signed financial statements of the previous financial year

An opting-out that was valid before 2025 does not automatically carry forward. Buyers must verify that the opting-out paperwork is in order for the current financial year. Otherwise the company faces an organisational deficiency under Art. 939 OR, which the commercial register can refer to the courts if not remedied.

Due Diligence Checklist for Shelf Company Acquisition (2025/2026)

• ✓ Full current extract from ZEFIX (zefix.admin.ch) - confirm legal form, seat, registered capital, purpose, current board. Verify no liquidation, deletion, or insolvency proceedings.
• ✓ Articles of association (Statuten) - verify capital structure, share classes, voting rights, any transfer restrictions. Confirm registered share format only (no bearer shares).
• ✓ Most recent annual financial statements - confirm positive net equity and intact paid-up capital.
• ✓ Tax clearance certificate from cantonal tax authority - no outstanding profit tax, capital tax, or withholding tax liabilities.
• ✓ Betreibungsregister (debt enforcement register) extract from cantonal debt enforcement office - no outstanding proceedings.
• ✓ Opting-out status confirmation - valid opting-out on file for current financial year (post-2025 procedural requirements).
• ✓ Banking history - confirmation of Swiss bank account or explanation for absence.
• ✓ Clean-history declaration from the formation fiduciary confirming zero prior business activity, no contracts, no revenue, no liabilities.
• ✓ Seller warranty that company is not subject to Art. 684a (AG) or Art. 787a (GmbH) OR conditions.

Post-Acquisition Tax and Accounting Obligations

All Swiss companies are subject to OR Art. 957 ff. accounting obligations regardless of activity level. For a freshly acquired shelf company:

• Accounting: Proper books of account and annual financial statements (balance sheet and income statement) required from formation date. A dormant shelf vehicle with no transactions can be maintained for CHF 2,000-4,000/year.
• Cantonal profit and capital tax: The company becomes liable for cantonal profit tax on any income and capital tax on net equity. Tax clearance from the prior period must be confirmed at acquisition. Outstanding cantonal tax liabilities remain with the company in a share deal.
• VAT: VAT registration becomes mandatory once Swiss annual turnover from taxable supplies exceeds CHF 100,000. A dormant shelf vehicle is typically not VAT-registered at acquisition.
• SHAB publication: All commercial register changes take legal effect against third parties upon publication in the Swiss Official Gazette of Commerce (SHAB), not upon the private acquisition agreement. Buyers must track both Stage 1 and Stage 2 SHAB publications to confirm legal completion.

Frequently Asked Questions