Definition and Characteristics
Shelf companies are created deliberately by fiduciary service providers and corporate law firms: not as the byproduct of a failed business. The provider incorporates the entity, deposits the required capital, files the articles of association, and holds the company on the shelf until a buyer requests it.
The buyer acquires a complete corporate vehicle with:
- An established incorporation date (pre-existing; useful for counterparty KYC)
- A registered legal address in Switzerland
- Statutes compliant with the Swiss Code of Obligations (OR)
- Fully paid-up share capital (CHF 100,000 for AG; CHF 20,000 for GmbH)
- Zero contracts, zero debts, zero tax obligations, zero employment history
- A ZEFIX-verified UID (Unternehmens-Identifikationsnummer)
Vorratsgesellschaft vs Mantelgesellschaft: The Critical Legal Distinction
This distinction became legally dispositive when the Federal Act on Combating Abusive Bankruptcies entered into force on 1 January 2025. Two statutory provisions now codify what the Federal Supreme Court had previously established as case law:
- Art. 684a OR: applies to AG share transfers
- Art. 787a OR: mirror provision for GmbH quota transfers
Under Art. 684a OR, a transfer is null and void only when all three conditions are met simultaneously: (1) no business activity, (2) no disposable assets, and (3) over-indebtedness. This is the Mantelgesellschaft profile: a formerly active company that has been economically but not legally dissolved.
| Condition | Mantelgesellschaft (shell) | Vorratsgesellschaft (shelf) |
|---|---|---|
| No business activity | Formerly active, now ceased | Never active (by design) |
| No disposable assets | Capital dissipated | Holds paid-up capital (fails this condition) |
| Over-indebted | Negative net assets | No liabilities (fails this condition) |
| Art. 684a / 787a applies? | Yes: transfer void | No: conditions 2 and 3 not met |
A shelf company fails conditions 2 and 3. Art. 684a and 787a OR do not apply. The acquisition of a genuine Vorratsgesellschaft is fully valid under Swiss law as of 2026.
Detailed statutory analysis: Swiss Shelf Company Legal Requirements 2026
Why Buy a Shelf Company Instead of Incorporating Fresh?
The case for a shelf acquisition is strongest when at least one of three conditions applies:
Speed
Fresh AG incorporation requires a capital deposit account at a Swiss bank, bank confirmation, a notarial deed of incorporation, and Commercial Register approval: 3-6 weeks under standard conditions, longer if bank KYC delays arise. A shelf company transfers in 5-15 business days. For clients needing an operational entity by a fixed deadline, the timing differential is decisive.
Established Incorporation Date
Some counterparties, lenders, public procurement authorities, and licensing bodies require that the entity existed for a minimum period before the relevant date. A shelf company carries an incorporation date that predates the acquisition: this date is confirmed in the ZEFIX entry and verifiable by any third party.
No Capital Deposit Queue
Fresh incorporation requires blocking CHF 50,000-100,000 (AG) or CHF 20,000 (GmbH) in a formation escrow account for 4-8 weeks while awaiting bank confirmation and register processing. In a shelf acquisition, the capital is already inside the company: the buyer does not open a formation account or wait for bank release.
Shelf Company Types: AG and GmbH
| Feature | Shelf AG | Shelf GmbH |
|---|---|---|
| Minimum capital | CHF 100,000 (fully paid) | CHF 20,000 (fully paid) |
| Shareholder privacy | Not public: internal register only | All holders publicly listed (Art. 787 OR) |
| Transfer deed | Written SPA; no notarisation | Mandatory notarial deed (Art. 785 OR) |
| Transfer timeline | 5-15 business days | 5-15 business days |
| Tax treatment | Identical federal and cantonal CIT | Identical federal and cantonal CIT |
Most international buyers choose the AG for privacy reasons. The GmbH's lower capital requirement (CHF 20,000 vs CHF 100,000) may matter for capital-constrained buyers or smaller operational structures. Full AG vs GmbH comparison.
How the Acquisition Process Works
The process from initial inquiry to fully re-registered company takes 5-15 business days and follows seven steps:
- Select and verify: review available companies, confirm UID on ZEFIX (zefix.admin.ch)
- Due diligence pack: receive incorporation certificate, statutes, share register, capital confirmation, and tax clearance
- Sign the SPA: written agreement for AG (no notarisation for the transfer itself); notarised public deed for GmbH (Art. 785 OR)
- Notarial act for structural changes: name, purpose, board, address changes all require a notarial act in every canton
- Two-stage Commercial Register filing: Stage 1 (directors + address), then Stage 2 (name + purpose) once confirmed
- UBO declaration: any buyer acquiring 25% or more files beneficial ownership declaration within 30 days (Art. 697j OR)
- Bank account: 1-2 weeks (neobanks) or 4-8 weeks (cantonal / major banks)
Cost Structure
| Component | Shelf AG (CHF) | Shelf GmbH (CHF) |
|---|---|---|
| Provider premium (above NAV) | 6,000-18,000 | 4,500-12,000 |
| Notary + register fees | 2,000-5,000 | 2,100-5,200 |
| Registered address (year 1) | 1,000-5,000 | 1,000-5,000 |
| Nominee director (year 1) | 1,500-4,000 | 1,500-4,000 |
| Total all-in | 8,500-24,500 | 7,000-18,500 |
Capital (CHF 100,000 AG / CHF 20,000 GmbH) is already inside the company and is not an additional outlay: it transfers to the buyer with ownership. Detailed cost breakdown.
Canton Selection
Our shelf companies are domiciled in low-tax cantons. The most common are Zug, Schwyz (Wollerau / Feusisberg), and Lucerne, with an effective combined corporate income tax rate of 11.1-11.8%. All Swiss cantons are served for structural changes after acquisition. Full cantonal CIT comparison.