Ready-Made Companies & Nominee Services in Switzerland

A ready-made (shelf) company lets you skip the 3–6 week formation process and begin operating a Swiss entity within days. Combined with nominee director and shareholder services, shelf companies offer a fast-track entry into the Swiss market — particularly for foreign entrepreneurs who need a Swiss-resident representative. This guide examines when shelf companies make sense, how nominee arrangements work legally, and how holding structures fit into the picture.

For a full overview of company formation options, see our company formation guide.

Shelf Companies and Nominee Services Overview

Three related but distinct services form the backbone of accelerated Swiss company formation:

1. Shelf companies — pre-incorporated entities with no operational history, ready for immediate ownership transfer
2. Nominee services — professional directors or shareholders who act as registered representatives on behalf of the beneficial owner
3. Holding structures — parent companies designed to own subsidiaries, benefit from tax participation relief, and centralise group management

Each serves a different need, and they are often combined. A foreign investor might purchase a shelf company, appoint a nominee director, use nominee shareholders for privacy, and position the entity within a holding structure for tax efficiency.

Shelf Companies in Switzerland

A shelf company (also called a ready-made or off-the-shelf company) is an AG or GmbH that was incorporated and registered but never traded. It sits on a “shelf” maintained by a formation agent or law firm until a buyer comes along.

What You Get

When you buy a shelf company, you typically receive:

• A registered legal entity with a UID number
• Clean financial statements (no operations, minimal activity)
• Articles of association (usually with a broad purpose clause)
• Existing share capital (already deposited)
• An established formation date (useful for contracts requiring a company with history)

What You Change

After purchase, you customise the company to your needs:

• Company name (requires commercial register amendment)
• Purpose clause
• Board composition (appoint your directors)
• Shareholder structure (transfer shares to you)
• Registered office address
• Bank accounts

All changes require notarisation and commercial register filings.

Shelf vs Fresh Formation

Factor	Shelf Company	Fresh Formation
Time to operate	5–10 business days	3–6 weeks
Cost	CHF 7,000–30,000 + capital	CHF 3,000–8,000 + capital
Customisation	Post-purchase amendments needed	Fully customised from day one
History	Has a formation date (possibly months/years old)	Brand new
Risk	Requires due diligence	No legacy risk
Name choice	Must change from shelf name	Choose your name from start

When shelf companies make sense:

• Urgent need — a contract or tender requires an existing Swiss entity
• Banking requirements — some banks prefer entities with a formation history
• Seasonal timing — notaries and registers are slower in December/January and during summer holidays

When fresh formation is better:

• Cost sensitivity — fresh is typically cheaper
• Full customisation — you choose everything from the start
• No urgency — standard timelines are acceptable
• Risk aversion — no due diligence required on the entity itself

Nominee Director Services

Swiss law requires every AG and GmbH to have at least one person authorised to represent the company who is resident in Switzerland (CO Art. 718 para. 4 for AG; CO Art. 814 para. 3 for GmbH).

Nominee director services satisfy this requirement for foreign owners who do not reside in Switzerland. A professional nominee — typically a lawyer, fiduciary, or corporate services provider — is appointed to the board or as managing director.

How It Works

The nominee and beneficial owner sign a trust agreement (Treuhandvertrag) that governs:

• Scope of the nominee’s authority
• Instruction and reporting obligations
• Liability allocation
• Compensation (typically CHF 3,000–10,000 per year)
• Termination provisions

The nominee appears in the commercial register as a director. Third parties see the nominee, not the beneficial owner. However, the nominee remains personally liable for director duties under Swiss law — including capital maintenance, proper accounting, and notification of over-indebtedness.

Limitations

A nominee director is not a passive figurehead. Under Swiss law, directors owe fiduciary duties to the company and cannot blindly follow instructions that would violate the law. If the beneficial owner instructs the nominee to do something illegal, the nominee must refuse. This is a fundamental difference from some offshore jurisdictions where nominee arrangements carry fewer obligations.

Nominee Shareholder Arrangements

A nominee shareholder holds shares or quotas on behalf of the beneficial owner. The shares are legally registered in the nominee’s name, but the economic benefit belongs to the beneficial owner under a separate trust agreement.

Legal Requirements Since 2015/2019

Switzerland tightened transparency rules significantly:

• Bearer shares abolished (2019): All shares must now be registered. Anonymous ownership through bearer instruments is no longer possible.
• Beneficial ownership disclosure (2015/2019): Any person acquiring 25% or more of an AG’s shares must disclose the beneficial owner to the company. The company must maintain a register of beneficial owners accessible to authorities.
• GmbH: Quota holders have always been visible in the commercial register.

These changes mean nominee shareholder arrangements in Switzerland provide less anonymity than before. The beneficial owner’s identity is known to the company and available to tax authorities and FINMA upon request.

When Nominee Shareholders Are Still Useful

Despite reduced privacy, nominee shareholders serve legitimate purposes:

• Residence substitute: When physical share register entries require a Swiss address
• Simplification: Holding shares for a group of co-investors through a single nominee
• Transition: Temporary arrangements during ownership changes or restructurings
• Estate planning: Facilitating inheritance arrangements across jurisdictions

Holding Company Structures

A Swiss holding company is a standard AG or GmbH whose primary purpose is holding participations in other companies. Switzerland offers significant tax advantages for qualifying holding structures.

Tax Benefits

Participation relief (Beteiligungsabzug): Dividends and capital gains from qualifying participations are substantially exempt from corporate income tax. A participation qualifies if the holding company owns at least 10% of the subsidiary’s capital or the participation has a fair market value of at least CHF 1 million.

No withholding tax on qualifying distributions: Under many double tax treaties, dividend withholding tax is reduced to 0% or 5% on distributions to parent companies in treaty jurisdictions.

Capital gains: Gains on the sale of qualifying participations are exempt from federal and cantonal income tax.

Structure Requirements

A holding company must:

• Be a Swiss-resident company (AG or GmbH)
• Hold qualifying participations as its main activity
• Maintain proper substance (board meetings, decision-making in Switzerland)
• Comply with transfer pricing rules for intragroup transactions

Common Holding Locations

Popular cantons for holding companies include Zug (low tax rates, efficient administration), Schwyz, Lucerne, and Nidwalden. Geneva and Zurich are used when international presence and banking infrastructure are priorities.

Legal Framework and Compliance

All three services — shelf companies, nominees, and holdings — operate within Switzerland’s well-regulated legal framework:

• Anti-money laundering (AMLA): Formation agents and nominees are financial intermediaries subject to AMLA due diligence requirements. They must verify the identity and beneficial ownership of all clients.
• FATCA/AEOI: Swiss companies are subject to automatic exchange of information. Nominee structures do not shield beneficial owners from tax reporting to their home jurisdictions.
• Corporate governance: The 2023 CO revision strengthened board duties, including oversight of subsidiaries in holding structures.
• Substance requirements: Tax authorities increasingly scrutinise structures lacking genuine economic substance. A Swiss holding that is merely a post-box with no employees, no office, and no decision-making in Switzerland risks losing its tax benefits.

Costs and Timelines

Service	Cost Range	Timeline
Shelf company purchase	CHF 5,000–25,000	5–10 business days
Nominee director (annual)	CHF 3,000–10,000	Immediate appointment
Nominee shareholder (annual)	CHF 2,000–5,000	Immediate arrangement
Holding company setup	CHF 5,000–15,000	3–6 weeks (fresh) or 5–10 days (shelf)
Name change	CHF 1,500–3,000	10–15 business days
Purpose amendment	CHF 1,000–2,000	10–15 business days

All costs exclude share/quota capital, which the buyer must fund separately.

Risk Factors and Due Diligence

Before purchasing a shelf company or engaging nominees, conduct proper due diligence:

For shelf companies:

• Request audited or reviewed financial statements for all years since incorporation
• Obtain tax clearance certificates from federal and cantonal tax authorities
• Search court records for pending or historical litigation
• Verify there are no undisclosed contracts, guarantees, or contingent liabilities
• Check social insurance and VAT registration status

For nominee arrangements:

• Verify the nominee’s professional qualifications and reputation
• Ensure the trust agreement clearly defines authority boundaries
• Confirm professional liability insurance coverage
• Understand that nominees have independent legal duties that override instructions
• Plan for succession — what happens if the nominee becomes unavailable?

For holding structures:

• Document genuine economic substance in Switzerland
• Maintain proper transfer pricing documentation for all intercompany transactions
• Ensure the holding meets minimum participation thresholds for tax relief
• Consider the implications of OECD BEPS rules and Pillar Two minimum tax

Frequently Asked Questions