A Swiss shelf company offers a ready-made legal entity for investors and entrepreneurs seeking fast market entry in Switzerland. As an alternative to starting from scratch, shelf companies combine the advantages of immediate operability, established registration, and credibility—making them especially attractive for time-sensitive ventures, acquisitions, or regulated activities.
What Is a Shelf Company in Switzerland?
A shelf company in Switzerland is a pre-registered legal entity, typically in the form of an AG (Aktiengesellschaft) or GmbH, that has never conducted business. These companies are created by specialised providers and held “on the shelf” until sold to a client. Since all statutory formalities—such as entry in the commercial register, appointment of directors, and capital payment—are already completed, the company can be transferred to the new owner within days.
Shelf companies are distinct from inactive or dormant companies, as they were established purely for resale, with clean histories and no prior liabilities. This eliminates the risk of legacy debt or contractual obligations.
In Switzerland, the most common forms of shelf companies are:
- AG (Aktiengesellschaft) – Suitable for large and international structures
- GmbH (Gesellschaft mit beschränkter Haftung) – Ideal for SMEs and domestic operations
Both forms meet the legal requirements for Swiss company formation, including minimum share capital, local registered office, and compliance with the Swiss Code of Obligations.
Why Choose a Swiss Readymade Company?
Acquiring a Swiss readymade company can provide strategic advantages depending on the investor’s goals. These advantages include:
- Speed of entry – Avoid the 4–6 week formation timeline
- Regulatory readiness – Useful for applications requiring a registered Swiss entity (e.g. FINMA licensing)
- Bank account facilitation – Some banks prefer existing legal entities with established registration
- Contractual readiness – Allows immediate contract signing and invoicing
- Privacy – Some providers offer shelf companies with nominee shareholders or directors, enabling a form of discreet ownership
Shelf companies are particularly advantageous in competitive tenders, IPOs, M&A deals, or financial licensing contexts where a Swiss company registration is a prerequisite.
Legal and Compliance Considerations
Despite their convenience, Swiss shelf companies must still comply with the same corporate governance rules as any other Swiss company. Upon acquisition, the new owner must update:
- Shareholder register
- Articles of association (if applicable)
- Commercial register entry
- Board of directors and signatory rights
- Auditor (if required under Swiss law)
Additionally, economic ownership disclosures (under Art. 697j CO) must be made within 30 days of acquisition. If the shelf company includes bearer shares (now largely phased out), conversion to registered shares must be ensured in accordance with the Federal Act on the Implementation of the Recommendations of the Global Forum on Transparency.
Swiss AG vs GmbH: Shelf Company Comparison
The choice between a Swiss AG and a GmbH as a shelf company depends on capital structure, shareholder expectations, and public presence. The table below outlines key differences relevant to shelf companies:
|
Feature |
AG (Aktiengesellschaft) |
GmbH (Gesellschaft mit beschränkter Haftung) |
|
Minimum capital |
CHF 100,000 (CHF 50,000 paid-in min.) |
CHF 20,000 (fully paid-in) |
|
Shareholder anonymity |
Higher (not publicly listed) |
Lower (names in register) |
|
Suitability |
Large firms, financial & listed firms |
SMEs, family-owned businesses |
|
Transfer of shares |
Freely transferable (unless restricted) |
May require notarial deed |
|
Shelf company availability |
High (most common type) |
Moderate availability |
In general, shelf Swiss AGs are preferred for time-critical or cross-border transactions, while GmbHs appeal to domestic buyers with limited capital.
Swiss Company Formation vs Shelf Purchase
A key question is whether to proceed with fresh Swiss company formation or acquire a shelf company. While forming a new company offers complete customisation, shelf companies offer unmatched speed.
Swiss company formation requires:
- Choosing a legal form (AG or GmbH)
- Drafting statutes
- Opening a capital payment account
- Notarising the deed
- Registering with the Commercial Registry
- Obtaining a VAT number (optional)
- Registering for social insurance (AHV/IV/EO/ALV)
This process usually takes 3–6 weeks. By contrast, buying a shelf company can take as little as 1–3 working days, with immediate issuance of the commercial register excerpt.
The decision hinges on timing, complexity, and regulatory obligations. For most foreign investors seeking a fast setup—particularly in fintech, crypto, or holding structures—a shelf company is often the more practical route.
Regulatory Use Cases
Swiss shelf companies are frequently used in contexts where regulatory approval requires a pre-existing legal entity. Examples include:
- FINMA licensing (e.g. asset managers, trustees)
- Self-regulatory organisation (SRO) membership
- Crypto and token projects subject to the Anti-Money Laundering Act
- Holding companies requiring group structure implementation
- Acquisition vehicles (SPVs) for cross-border transactions
In many of these cases, the shelf AG allows faster onboarding with banks, audit firms, and compliance providers. However, care must be taken to ensure the legal form and capitalisation meet the specific licensing criteria of the regulator involved.
Tax and Accounting Implications
From a tax perspective, the acquisition of a shelf company in Switzerland does not automatically create tax obligations. Corporate tax liabilities begin only once the company becomes operational (i.e. generates revenue or pays salaries).
That said, once transferred to a new owner, the company must:
- Register with the cantonal tax office
- File annual financial statements under Swiss GAAP FER or CO rules
- File VAT returns (if applicable)
- Maintain proper accounting records
For international structures, special tax rulings (e.g. principal company, mixed company regimes) may still apply in certain cantons, although recent BEPS-related reforms have limited these advantages.
Choosing the Right Provider
Selecting a reputable provider for a Swiss readymade company is critical. Factors to consider:
- Transparency of company history
- Clean balance sheet and no prior activities
- Flexibility to amend statutes
- Registered office and mail handling services
- Experience with regulatory frameworks (e.g. FINMA)
Many providers also bundle fiduciary and nominee services, including directors, shareholders, and VAT representation. However, clients should conduct due diligence and avoid providers with opaque pricing or vague service terms.
A professional law firm or licensed fiduciary is generally preferred over anonymous online marketplaces.
Conclusion: Strategic Entry with Swiss Shelf Companies
A Swiss shelf company provides a robust and efficient tool for investors needing a fully operational Swiss legal entity within days. Whether for regulatory licensing, M&A deals, or corporate restructuring, shelf companies streamline the entry process while maintaining full legal compliance. For time-sensitive projects, they often offer the only viable route to quick activation without sacrificing credibility or transparency.
FAQ: Swiss Shelf Company
What is a Swiss shelf company?
A Swiss shelf company is a pre-registered legal entity, typically an AG or GmbH, that has never conducted business. It’s available for immediate purchase and transfer, allowing fast market entry in Switzerland.
How fast can I buy a shelf company in Switzerland?
You can usually acquire and activate a shelf company in Switzerland within 1–3 working days, including registration of new shareholders and directors.
What’s the difference between a Swiss shelf company and a new company formation?
Shelf companies are already incorporated and registered, offering immediate operability. Swiss company formation takes 3–6 weeks and involves notarial procedures, bank deposits, and regulatory filings.
Is a Swiss shelf company suitable for FINMA licensing?
Yes, many financial service providers use a shelf company in Switzerland to accelerate their licensing process with FINMA, provided the company meets capital and governance criteria.
Can I use a Swiss readymade company for crypto or blockchain projects?
Yes, shelf companies are often used to launch crypto and token-based businesses that require Swiss incorporation for AML compliance or regulatory registration.
Are there any risks in buying a shelf company in Switzerland?
Risks are minimal if you buy from a reputable provider. Ensure the company has no prior liabilities, has a clean legal history, and is compliant with Swiss corporate law.
Is the shareholder of a Swiss AG anonymous?
While Swiss AG shareholders are not publicly listed in the commercial register, beneficial owners must still be disclosed under Swiss anti-money laundering law.
What are the tax implications of acquiring a shelf company?
There are no immediate tax liabilities unless the company begins operations. Once active, it must file Swiss tax returns and financial statements.
Do Swiss shelf companies come with a bank account?
Most do not. However, a shelf company with a strong legal setup may ease the process of opening a corporate bank account in Switzerland.
How much does a Swiss shelf company cost?
Prices vary but typically range from CHF 5,000 to CHF 25,000 depending on age, legal form (AG or GmbH), and bundled services like nominee directors or registered address.
Is a Swiss shelf company better than a GmbH for international use?
A Swiss AG is preferred for international or regulated businesses due to its flexible share structure, capital strength, and more formal corporate image.
Can I change the name and purpose of a Swiss shelf company after purchase?
Yes, you can change the company’s name, purpose, board composition, and articles of association upon acquisition. Changes must be recorded in the commercial register.
