A shelf company — known in Swiss legal practice as a Vorratsgesellschaft — is a pre-registered company that has been incorporated, entered into the Commercial Register, and then kept dormant. It has never conducted any business activity. The sole purpose of creating it is to sell it to a buyer who needs an operational Swiss legal entity without the 2-4 week formation wait.
Purchasing a shelf company in Switzerland is entirely legal and is governed by the same corporate law provisions as any share transfer under the Swiss Code of Obligations (OR). Whether you are a foreign investor looking to enter the Swiss market quickly, or a domestic entrepreneur who needs to secure a contract or bank account on short notice, a shelf company can be the fastest path to a fully operational business.
This guide explains what to look for, how the process works, what it costs, and how to avoid the most common mistakes buyers make.
SHELF COMPANY PURCHASE — AT A GLANCE
WHAT IS A SHELF COMPANY?
In Switzerland, a shelf company is a legally formed entity — either an AG (Aktiengesellschaft / stock corporation) or a GmbH (Gesellschaft mit beschränkter Haftung / limited liability company) — that has been registered in the cantonal Commercial Register but has not engaged in any commercial activity. The company's share capital has been deposited, its articles of association have been notarized, and it has a registered address and initial board of directors.
The term "shelf company" derives from the concept that the entity has been "put on the shelf" — it sits ready to be taken down and activated at a moment's notice. Unlike shell companies (which may have a history of transactions), a genuine shelf company has a clean record with no contracts, no employees, no revenue, and no debts.
Swiss law does not have a specific statute governing shelf companies. They are created and transferred under the general provisions of the Code of Obligations — Art. 620 ff. OR for the AG and Art. 772 ff. OR for the GmbH. The Swiss Federal Supreme Court has confirmed the legality of shelf companies in multiple decisions.
Explore our available inventory: Shelf AG companies and Shelf GmbH companies.
WHY BUY A SHELF COMPANY?
There are several compelling reasons why entrepreneurs and investors choose to buy a shelf company rather than forming a new entity from scratch:
- Speed: A shelf company can be transferred in 24-48 hours, compared to 2-4 weeks for a new formation. This is critical when you need to sign a contract, submit a tender, or start operations immediately.
- Established registration date: Some shelf companies have been registered for months or even years. An older registration date can convey greater credibility with banks, business partners, and clients who may be cautious about dealing with brand-new entities.
- Easier bank account opening: Swiss banks sometimes view established entities more favorably during the KYC/AML review process. A company that already exists in the Commercial Register with a UID (Unternehmens-Identifikationsnummer) can streamline onboarding. See our bank account service.
- Certainty: The entity already exists. There is no risk of delays with the notary, the Commercial Register, or the bank during formation. You know exactly what you are getting.
However, a shelf company is not the right choice for everyone. If you have several weeks to spare and want to customize every aspect of the articles of association from the start, a fresh formation may be more cost-effective.
SHELF AG VS. SHELF GMBH
The choice between a shelf AG and a shelf GmbH depends on your capital, privacy needs, and business objectives. Both are limited liability companies, but they differ in several important ways:
| FEATURE | SHELF AG | SHELF GMBH |
|---|---|---|
| Minimum Share Capital | CHF 100,000 (min. 50% paid-in) | CHF 20,000 (100% paid-in) |
| Shareholder Privacy | Anonymous — shareholders not listed in register | Public — all shareholders listed in Commercial Register |
| Share Transfer | Transfer by endorsement (registered) or delivery (bearer) | Requires notarized assignment agreement |
| Legal Basis | Art. 620-763 OR | Art. 772-827 OR |
| Transfer Cost | CHF 8,000-12,000 (typical provider fee) | CHF 5,000-8,000 (typical provider fee) |
| Best For | Investors, holding structures, privacy-sensitive ownership | SMEs, consulting firms, e-commerce businesses |
For a detailed comparison of the two legal forms beyond the shelf company context, see our guide on AG vs. GmbH in Switzerland.
DUE DILIGENCE CHECKLIST
Before committing to purchase a shelf company, thorough due diligence is essential. Even though a genuine shelf company should have no liabilities, you must verify this independently. Here is the complete checklist:
- Debt-free certificate (Schuldenfreiheitsbescheinigung): Obtain a certificate from the competent debt enforcement office confirming no pending debt enforcement proceedings against the company. This is available from the cantonal Betreibungsamt.
- Commercial Register excerpt: Verify the current entry on Zefix.ch — check the company name, domicile, registered purpose, board members, and signatory authorities.
- Tax clearance: Confirm that all tax returns have been filed (even if showing zero revenue) and that there are no outstanding tax liabilities at federal, cantonal, or communal levels.
- Share capital intact: Verify that the full share capital is still held in the company's bank account and has not been spent. Request a current bank statement or capital confirmation.
- No contracts or obligations: Confirm in writing that the company has not entered into any contracts, employment agreements, leases, or other obligations.
- No business activity: Ensure the company has not conducted any revenue-generating activity. A genuine shelf company should have zero transactions beyond the capital deposit.
A reputable provider like Rohrer Consulting provides all of these verifications as standard practice and guarantees a clean, liability-free entity. For a deeper understanding of potential issues, read our article on shelf company risks and how to mitigate them.
STEP-BY-STEP PURCHASE PROCESS
The acquisition of a Swiss shelf company follows a well-defined legal process. Here is what happens from initial inquiry to full operational status:
PURCHASE PROCESS — 6 STEPS
SELECT YOUR SHELF COMPANY
Choose between a shelf AG or shelf GmbH based on your capital, privacy, and business requirements. Review available entities, their registration dates, domicile cantons, and registered purposes.
DUE DILIGENCE & DOCUMENTATION
Conduct the due diligence checks outlined above. Prepare identification documents (passport, proof of address) for all new shareholders and directors. For non-Swiss buyers, prepare apostilled or notarized copies of identity documents.
SHARE PURCHASE AGREEMENT
Execute a share purchase agreement (SPA) between the seller (shelf company provider) and the buyer. For a GmbH, the share transfer must be notarized (Art. 785 OR). For an AG with registered shares, the transfer is documented by endorsement and entry in the share register.
NOTARIZED BOARD & SHAREHOLDER RESOLUTIONS
A Swiss public notary certifies the resolutions appointing the new board of directors, changing the company name (if desired), updating the registered purpose, and amending the articles of association. The outgoing board members formally resign.
COMMERCIAL REGISTER UPDATE
Submit the notarized documents to the cantonal Commercial Register. The register updates the company's entry to reflect the new directors, shareholders (GmbH only), name, and purpose. Processing takes 3-10 business days. The changes are published in the SOGC/SHAB.
BANK ACCOUNT & OPERATIONAL SETUP
Open a new business bank account (or transfer the existing one) with the updated Commercial Register excerpt. Set up accounting, register for VAT if applicable, and begin operations. The company is fully yours.
Important: While the share transfer itself can happen within 24-48 hours (steps 3-4), the Commercial Register update (step 5) takes additional time. However, the company is legally under your control from the moment the share purchase agreement and board resolutions are executed — you do not need to wait for the register update to begin operating.
COSTS OVERVIEW
The total cost of buying a shelf company includes the share capital (which remains in the company as an asset) and various professional and government fees:
| COST ITEM | SHELF AG | SHELF GMBH |
|---|---|---|
| Share capital (stays in company) | CHF 100,000 (min. 50% paid-in) | CHF 20,000 (100% paid-in) |
| Provider transfer fee | CHF 8,000 - 12,000 | CHF 5,000 - 8,000 |
| Notary fees | CHF 1,500 - 2,500 | CHF 1,000 - 2,000 |
| Commercial Register amendment fees | CHF 400 - 600 | CHF 400 - 600 |
| Nominee director (annual, if needed) | CHF 3,000 - 8,000 | CHF 3,000 - 8,000 |
| Total transfer cost (excl. capital) | CHF 9,900 - 15,100 | CHF 6,400 - 10,600 |
Note: The share capital is not a "cost" in the traditional sense — it becomes an asset on the company's balance sheet and can be used for business operations after formation. The actual out-of-pocket cost for the acquisition is the transfer fee plus notary and register fees.
COMMON PITFALLS TO AVOID
Buying from an unvetted provider
Not all shelf company providers operate with the same standards. Some may sell entities with undisclosed liabilities, depleted capital, or a history of being used for questionable purposes. Always buy from a provider who offers a written guarantee of a clean, debt-free entity and provides full documentation.
Skipping the debt-free certificate
A debt-free certificate from the enforcement office costs only about CHF 17 and takes a few days to obtain. Skipping this step to save time is a false economy. It is the single most important verification document in any shelf company purchase.
Forgetting the Swiss-resident director requirement
Just because you have purchased the shares does not mean you can run the company without a Swiss-resident director. Under Art. 718 para. 4 OR (AG) and Art. 814 para. 3 OR (GmbH), at least one person with individual signatory power must be domiciled in Switzerland. Our nominee director service solves this requirement.
Neglecting post-acquisition compliance
After acquisition, you must file a change of beneficial ownership with the bank, update the tax authorities, set up proper accounting, and potentially register for VAT. Failing to handle these administrative steps promptly can lead to penalties or account freezes.
Confusing a shelf company with a shell company
A shell company has a history of transactions and may carry unknown risks. A genuine shelf company (Vorratsgesellschaft) has never conducted business. Make sure the entity you are buying is truly dormant — verify through bank statements and accounting records that show zero activity beyond the initial capital deposit.
HOW ROHRER CONSULTING HELPS
As a Zurich-based corporate services firm, Rohrer Consulting maintains a curated inventory of shelf companies — both AG and GmbH — ready for immediate transfer. Every entity in our inventory is:
- Guaranteed debt-free with a current enforcement office certificate
- Confirmed zero business activity with clean accounting records
- Full share capital intact as confirmed by bank statement
- Tax-compliant with all filings current
We handle the entire transfer process — from share purchase agreement drafting and notarization to Commercial Register filing and bank account setup. Our managing partner, Alex Rohrer, personally oversees every transaction to ensure a smooth, legally compliant transfer.
READY TO ACQUIRE A SHELF COMPANY?
Browse our inventory of ready-made Swiss companies or contact us for a free consultation. Transfer in 24-48 hours.
Contact Our TeamFREQUENTLY ASKED QUESTIONS
What is a shelf company in Switzerland?
A shelf company (Vorratsgesellschaft) is a pre-registered company in the Swiss Commercial Register that has never conducted any business activity. It exists solely to be sold to a buyer who needs an immediately operational legal entity. Shelf companies are fully legal in Switzerland.
Is it legal to buy a shelf company in Switzerland?
Yes. Buying and selling shelf companies is entirely legal in Switzerland. There are no restrictions on acquiring a pre-registered entity. The transfer is executed through a notarized share purchase agreement and registered with the cantonal Commercial Register.
How long does it take to transfer a shelf company?
The transfer can typically be completed within 24 to 48 hours once all documents are signed. The formal Commercial Register update takes an additional 3 to 10 business days depending on the canton.
What is cheaper — forming a new company or buying a shelf company?
Buying a shelf company costs slightly more upfront (CHF 5,000-12,000 transfer fee) compared to a new formation (CHF 3,000-6,000 in professional fees). However, the 2-4 week time savings and immediate operational capacity often justify the premium.
Do I need to be Swiss to buy a shelf company?
No. Foreign nationals can purchase a shelf company without nationality restrictions. However, the company must have at least one director domiciled in Switzerland. If you are not a Swiss resident, you can appoint a nominee director.
What should I check before buying a shelf company?
Essential due diligence includes obtaining a debt-free certificate, verifying the Commercial Register entry, checking for tax liabilities, confirming share capital is intact, reviewing any existing contracts, and verifying no business activity has been conducted.
Should I buy a shelf AG or a shelf GmbH?
Choose a shelf AG (CHF 100,000 minimum capital) for shareholder anonymity and larger operations. Choose a shelf GmbH (CHF 20,000 minimum capital) for lower capital requirements. See our pages on Shelf AG and Shelf GmbH for details.
Can I change the name and purpose of a shelf company?
Yes. After acquisition, you can change the company name, registered purpose, domicile, board of directors, and articles of association. These changes require a notarized shareholders' resolution and are registered with the Commercial Register.
What are the risks of buying a shelf company?
The main risks include hidden liabilities, depleted share capital, or undisclosed business activity. These risks are mitigated through proper due diligence and purchasing from a reputable provider. Read more about shelf company risks.
Does a shelf company come with a bank account?
Most shelf companies have a bank account used for the initial capital deposit. However, this account is typically closed or transferred as part of the sale. You will generally need to open a new business bank account or have the existing one transferred.
How much does a shelf company cost in Switzerland?
The total cost includes the share capital (CHF 20,000 for GmbH or CHF 100,000 for AG) plus the provider's transfer fee (CHF 5,000-12,000), notary fees (CHF 1,000-2,500), and Commercial Register amendment fees. The share capital remains as a company asset.
Can a shelf company help me open a Swiss bank account faster?
Yes, in many cases. An already-registered company with a Commercial Register entry and existing UID number can make the bank account opening process smoother. Some banks view established entities more favorably than newly formed companies.