What Is a Swiss Shelf GmbH?
A Gesellschaft mit beschränkter Haftung (GmbH) is Switzerland's limited liability company form, governed by Art. 772-827 OR. A shelf GmbH is one that was incorporated by a fiduciary specifically for sale: it has never conducted any commercial operations, holds fully paid-up capital of at least CHF 20,000, and carries no liabilities, contracts, or tax obligations.
The GmbH is the simpler and lower-capital Swiss corporate form. It is suited to owner-managed businesses, operational subsidiaries, and structures where the lower CHF 20,000 minimum capital is commercially appropriate. Unlike the AG, all quota holders are publicly listed in the Commercial Register and on ZEFIX: this is a statutory requirement that cannot be excluded by the articles of association.
Key Characteristics
| Attribute | Shelf GmbH |
|---|---|
| Minimum capital | CHF 20,000 fully paid-up at formation (Art. 777c OR) |
| Capital calls | None permitted: 100% paid in at formation |
| Quota holders in public register | Yes, all holders publicly listed (Art. 787 OR) |
| Quota transfer | Mandatory notarial public deed (Art. 785 OR): cannot be waived |
| Resident managing director | Required: at least one with sole signatory power domiciled in Switzerland (Art. 804 OR) |
| Transfer timeline | 5-15 business days from notarised deed |
| "GmbH" suffix | Mandatory in company name (Art. 950 OR) |
Public Quota Holder Disclosure: The Critical Privacy Difference
This is the single most important distinction between the GmbH and AG forms, and must be understood before proceeding with a GmbH acquisition.
| Privacy Aspect | GmbH | AG |
|---|---|---|
| Quota/shareholders in public register | Yes (Art. 787 OR) | No |
| Visible on zefix.ch | Yes (free public search) | Directors only |
| Quota amounts visible | Yes | No |
| Reproduced in EU commercial databases | Yes | No |
| Statutory exclusion possible | Not possible | Possible (Vinkulierung) |
Practical consequence: before the transfer, the shelf company provider's name appears as quota holder in the public register. After the transfer and updated filing, the buyer's name replaces it. Anyone with access to ZEFIX can identify the new owner. Privacy-sensitive buyers, publicly prominent individuals, and regulated entities should consider the shelf AG instead.
There is no effective nominee workaround for a GmbH. Art. 697j OR requires beneficial owners of 25% or more to declare their interest within 30 days of acquisition to the company's internal UBO register, and Art. 787 mandates public disclosure of all quota holders in the Commercial Register. Nominee quota structures do not achieve meaningful anonymity under Swiss law.
Quota Transfer: Mandatory Notarisation Under Art. 785 OR
Every transfer of GmbH quotas requires a public deed (öffentliche Beurkundung) executed before a Swiss notary. This applies to any disposition: sale, gift, pledge, or any other form of transfer. A transfer not executed in notarised form is legally void under Art. 785 OR: there are no exceptions and the requirement cannot be waived by contract.
Following the notarised transfer deed, the updated quota holder list is filed with the cantonal Commercial Register. The register must be updated before the transfer is effective against third parties.
This differs fundamentally from a shelf AG transfer, which requires only a written SPA and an internal share register update: no notarisation for the transfer deed itself.
Is a Shelf GmbH Legal? Art. 787a OR Explained
Yes. Art. 787a OR (in force 1 January 2025, mirror of Art. 684a for AGs) applies only when all three conditions are met simultaneously: no business activity, no disposable assets, and over-indebtedness. A shelf GmbH satisfies none of these conditions and is entirely unaffected.
| Condition | Shell (Mantelgesellschaft) | Shelf GmbH (Vorratsgesellschaft) |
|---|---|---|
| No business activity | Formerly active, now ceased | Never active (by design) |
| No disposable assets | Capital dissipated | CHF 20,000 paid-up capital (condition fails) |
| Over-indebted | Negative net assets | No liabilities (condition fails) |
EHRA (Federal Commercial Register Authority) processes GmbH ownership transfers routinely. No regulatory restriction applies to foreign nationals acquiring a Swiss shelf GmbH. As a matter of due diligence, the seller should provide a signed declaration confirming zero prior trading activity, fully paid-in capital, clean balance sheet, and no pending proceedings (Betreibungsregisterauszug).
Acquisition Process: Step by Step
Select and Verify
Review available shelf GmbHs by canton, incorporation date, and capital. Verify UID, quota holder list, and any prior entries on zefix.admin.ch.
Due Diligence
Receive the full documentation pack: certificate of incorporation, current statutes, quota register, capital confirmation, tax clearance statement, and debt enforcement register extract.
Notarised Transfer Deed (Art. 785 OR)
A public deed executed before a Swiss notary transfers the quotas. The SPA terms are reflected in or accompany the notarial deed. Both seller and buyer must sign before the notary (or by power of attorney). Transfer void without this step.
Notarial Act for Structural Changes
Name change, purpose update, manager replacement, and address changes all require a separate notarial act (shareholders' meeting resolution certifying Statuten amendments).
Two-Stage Commercial Register Filing
Stage 1: new managers and registered address. Stage 2: updated name and business purpose. Updated quota holder list filed simultaneously at Stage 1.
Art. 697j UBO Declaration
Buyers acquiring 25% or more must declare beneficial ownership to the company's internal UBO register within 30 days. Not publicly disclosed.
Art. 804 OR: Swiss Resident Managing Director
At least one managing director with sole signatory authority must be domiciled in Switzerland. Confirm in the Commercial Register filing. Our nominee managing director service covers this requirement.
Cost Overview
| Cost Component | Typical Range (CHF) |
|---|---|
| Provider premium (above CHF 20k NAV) | 4,500-12,000 |
| Notary fees (transfer deed + structural changes) | 1,500-4,000 |
| Commercial Register fees | 600-1,200 |
| Registered address (first year) | 1,000-5,000 |
| Nominee managing director (first year, optional) | 1,500-4,000 |
| Total all-in | 7,000-18,500 |
GmbH notary costs are slightly higher than for an AG transfer because the quota transfer deed itself must also be notarised. The lower minimum capital (CHF 20,000 vs CHF 100,000) does not reduce the provider premium proportionally: the pricing reflects the effort of maintaining and transferring a clean shelf entity, not the capital amount.
Shelf GmbH vs Shelf AG: Which Is Right for You?
| Factor | Shelf GmbH | Shelf AG |
|---|---|---|
| Minimum capital | CHF 20,000 | CHF 100,000 |
| Shareholders public | Yes (cannot be excluded) | No |
| Transfer deed | Notarial deed mandatory | Written SPA only |
| Resident director/manager | Yes (Art. 804 OR) | Yes (Art. 718 OR) |
| Tax treatment | Identical to AG | Identical to GmbH |
| Best for | Owner-managed operations; lower capital outlay | International holdings; privacy; larger deal values |
Full comparison: Swiss AG vs GmbH