What Is a Swiss Shelf AG?
A Swiss shelf AG is a purpose-built corporate vehicle: incorporated by a fiduciary specifically to be sold, not as the byproduct of a failed business. On the transfer date, the buyer acquires a clean Aktiengesellschaft with an established incorporation date, a ZEFIX-registered legal address, and statutes compliant with the Swiss Code of Obligations (OR). The company has no contracts, no debts, no employment history, and no pending tax obligations.
Since 1 January 2023, all unlisted Swiss AGs carry registered shares (Namenaktien) exclusively. Bearer shares (Inhaberaktien) were abolished for unlisted companies under the revised Art. 622 OR: all shelf AGs formed today are registered-share entities. Any share certificates from before November 2020 that were not converted are legally void since October 2024.
Key Characteristics
| Attribute | Shelf AG |
|---|---|
| Share capital | CHF 100,000 fully paid-up (standard market) |
| Share type | Registered shares (Namenaktien) only; no bearer shares since 2023 |
| Shareholders in public register | No. Internal share register only (Art. 686 OR) |
| Transfer mechanics | Written SPA + share register update; no notarial deed required |
| Art. 718 OR residency | At least one Swiss-resident director required: satisfied on delivery via nominee if needed |
| Transfer timeline | 5-15 business days from SPA signing |
| Foreign currency capital | Permitted since Jan 1, 2023 (must equal CHF 100,000+ at formation) |
Why the AG Form: Shareholder Privacy and Transfer Simplicity
Shareholder Privacy
The AG's defining advantage over the GmbH is that shareholders do not appear in the public Swiss Commercial Register or ZEFIX. Only directors and authorised signatories are publicly visible. An internal share register (Aktienbuch) is maintained by the company under Art. 686 OR, but this is a private document not lodged with the Federal Commercial Register Authority (EHRA).
| Aspect | Swiss AG | Swiss GmbH |
|---|---|---|
| Shareholders in Commercial Register | No | Yes (Art. 787 OR) |
| Visible in ZEFIX search | Directors only | All shareholders |
| Internal register required | Yes (Art. 686 OR) | Yes |
| UBO ≥25% (Art. 697j OR) | Yes (internal register + authorities database) | Yes |
Note that Art. 697j OR (in force January 2025) requires any acquirer of 25% or more of shares to file a beneficial ownership declaration to the company's internal UBO register within 30 days. This information is accessible by Swiss authorities but is not publicly disclosed.
Share Transfer Without a Notarial Deed
An AG share transfer is completed by written share purchase agreement and an update to the internal Aktienbuch. No notarisation is required for the transfer itself (in contrast to a GmbH, where Art. 785 OR mandates notarial certification of every quota transfer). This keeps costs lower and avoids notary scheduling delays.
Shelf AGs in our inventory are structured without Vinkulierung (share transfer restrictions under Art. 685 OR): the seller's board approves the transfer immediately upon SPA execution.
CHF 100,000 Capital Already Inside the Company
When you acquire a shelf AG, the CHF 100,000 share capital is already paid in and sitting in the company's bank account (or equivalently reflected in the balance sheet). You are not re-depositing capital. Your total acquisition cost is the purchase price (typically CHF 6,000-18,000 provider premium above the CHF 100,000 NAV), plus ancillary costs for notary, register filing, address, and nominee director.
Is a Shelf AG Legal? The Art. 684a OR Question
Yes, unconditionally. The 2024 Federal Act on Combating Abusive Bankruptcies (in force 1 January 2025) introduced Art. 684a OR to prevent the recycling of insolvent shells (Mantelgesellschaften), not to restrict genuine shelf company transfers.
Vorratsgesellschaft vs Mantelgesellschaft
Under Art. 684a OR, a share transfer is null and void only when all three of the following conditions are met simultaneously:
| Condition | Mantelgesellschaft | Shelf AG (Vorratsgesellschaft) |
|---|---|---|
| No business activity | Formerly had activity, now ceased | Never had activity (by design) |
| No disposable assets | Capital dissipated | CHF 100,000 paid-up capital (fails this condition) |
| Over-indebted | Negative net assets | No liabilities whatsoever (fails this condition) |
A shelf AG fails conditions 2 and 3 entirely. Art. 684a OR does not apply. The Federal Commercial Register Authority (EHRA) routinely processes shelf company ownership and board changes. There is no regulatory restriction on foreign nationals acquiring a Swiss shelf AG.
Full statutory analysis: Swiss Shelf Company Legal Requirements 2026
What You Receive When You Buy a Swiss Shelf AG
Transfer Package
- Certificate of incorporation (original or certified copy)
- Current articles of association (Statuten) in English and German
- Share register (Aktienbuch): clean, no pledges, no restrictions, no liens
- ZEFIX commercial register extract (dated within 10 days of transfer)
- Bank confirmation of CHF 100,000 fully paid-up capital
- Tax clearance statement (no outstanding federal or cantonal obligations)
- Undated resignation of incumbent director (handed over at closing)
- Auditor verification certificate (formation audit)
Apostille legalisation available on request for use in foreign jurisdictions.
Acquisition Process: Step by Step
Select and Verify
Review available shelf AGs by canton, incorporation date, and capital. Verify UID via zefix.admin.ch. Any prior commercial activity requires legal review.
Due Diligence
Receive the full documentation pack. Review articles, share register, capital confirmation, and tax clearance before signing.
Execute the Share Purchase Agreement
Written SPA covering purchase price, representations and warranties (no liabilities, no pending claims), and completion mechanics. No notarisation required for the AG share transfer itself.
Update the Share Register
The seller's board records the buyer as new shareholder in the internal Aktienbuch. No Commercial Register filing required for shareholder changes in an AG.
Notarial Act for Structural Changes
Name change, purpose update, and board replacement all require a notarial act. The notary records the shareholders' meeting resolutions and certifies the Statuten amendments.
Two-Stage Commercial Register Filing
Stage 1: register new directors and address. Stage 2: file name and purpose changes once Stage 1 is confirmed. This 2025-reform sequencing avoids triggering registrar scrutiny.
Art. 697j UBO Declaration
Any acquirer of 25% or more files a beneficial ownership declaration to the company's internal UBO register within 30 days. Not publicly disclosed.
Art. 718 OR: Confirm Swiss Resident Director
At least one director or authorised signatory domiciled in Switzerland with sole or joint signature must appear in the new board filing. A nominee director can satisfy this requirement from day one.
Timeline: Shelf AG vs Fresh Formation
| Shelf AG | Fresh AG Formation | |
|---|---|---|
| Entity registration | Already complete | 3-6 weeks |
| Capital deposit wait | None (already paid) | 4-8 weeks (bank escrow) |
| Transfer to buyer | 5-15 business days | N/A (your entity from start) |
| Structural changes (name, purpose) | +5-10 business days | Included in formation |
| Bank account | 4-8 weeks (major banks) / 1-2 weeks (neobank) | 4-8 weeks |
Cost Breakdown
| Cost Component | Typical Range (CHF) |
|---|---|
| Provider premium (above CHF 100k NAV) | 6,000-18,000 |
| Notary fees (structural changes) | 800-2,500 |
| Commercial Register filing fees | 1,200-2,500 |
| Registered address (first year) | 1,000-5,000 |
| Nominee director (first year, optional) | 1,500-4,000 |
| Total all-in | 8,500-24,500 |
Note on stamp duty: A 0.15% Umsatzabgabe (federal securities transfer tax) applies if the seller qualifies as a securities dealer. Confirm in the SPA whether this applies. No Swiss VAT on the company transfer.
Tax Treatment of a Swiss AG in 2026
Federal and Cantonal Corporate Income Tax
Federal corporate income tax: 8.5% statutory / 7.83% effective (on a pre-tax profit basis). Combined with cantonal and communal taxes:
| Canton / Location | Combined Effective CIT | Capital Tax |
|---|---|---|
| Zug (city / Baar) | ~11.8% | 0.07% |
| Wollerau / Feusisberg (Schwyz) | ~11.8% | 0.01% |
| Meggen (Lucerne) | ~11.1% | 0.07% |
| City of Zurich | ~19.6% | 0.17% |
Participation Exemption for Holding Structures
Under Art. 69-70 DBG, a Swiss AG that holds qualifying participations receives a proportional reduction in taxable income. Qualifying threshold: 10% or more of share capital, or a cost basis of CHF 1 million or more. For dividends: no minimum holding period. For capital gains: at least 12 months held. This makes a shelf AG in Zug or Schwyz the preferred vehicle for international holding structures, with near-zero effective tax on qualifying dividend income.
Switzerland's 100+ double tax treaty network provides reduced withholding tax on dividends received from foreign subsidiaries and paid to foreign parent entities.
Governance Requirements After Acquisition
Art. 718 OR: Swiss Resident Director
At least one board member or authorised signatory must be domiciled in Switzerland with sole or joint signing authority. This must be reflected in the Commercial Register from the moment the new board is filed. Non-compliance invalidates the board's authority to bind the company. Our nominee director service satisfies this requirement from day one.
Annual General Meeting and Accounting
The AGM must be held within six months of the financial year end. A circular resolution (Universalversammlung) is valid if all shareholders consent unanimously. Audit thresholds: ordinary audit if two of three criteria are met (CHF 20M balance sheet / CHF 40M revenue / 250 FTE); limited audit below; opting-out available for companies with 10 or fewer FTE and unanimous shareholder consent. Since January 2025, the retroactive opting-out for past financial years is no longer permitted (Art. 727a abs. 2 OR revised).
Beneficial Owner Register (Art. 697j OR)
Any acquisition of 25% or more of shares triggers a mandatory UBO declaration to the company's internal register within 30 days. Updates required within three months of any subsequent change. Since January 2025, Swiss authorities have direct database access to this information, but it remains non-public.