A shelf company — also called a ready-made company, dormant company, or Mantelgesellschaft (the acquisition process itself is known in Swiss legal practice as Mantelkauf) — is a company that was formed, registered, and kept inactive, “on the shelf,” waiting for a buyer. In Switzerland, shelf companies can compress the company activation timeline from 4-6 weeks to as little as 3-5 business days. Here is when they make sense and when they do not.
When a Shelf Company Is the Wrong Choice — And When It Saves the Deal
Most enquiries we receive about shelf companies come from founders who do not actually need one. A fresh GmbH formation costs CHF 1’900 and takes 2-4 weeks. A shelf company starts at CHF 15’000 for the entity alone — before address, director, and accounting costs. If your timeline allows four to six weeks, the shelf premium is rarely justified.
But in three situations, a shelf company is the only option that works:
You have a contract deadline measured in days. A counterparty requires a Swiss-registered entity to execute a contract within five business days. A fresh formation cannot meet that timeline. A shelf company transfer completes in 1-2 days.
You need a company with an established registration date. Some public tenders, procurement contracts, and institutional banking relationships require “three years established” or similar thresholds. A 2021 shelf company legitimately satisfies that requirement in 2026. This is transparent and legal — the company genuinely has that registration history on ZEFIX.
You need institutional credibility that a new entity cannot provide. A South African infrastructure group chose a 1986 shelf AG over a new formation because counterparties running due diligence view “incorporated 1986” differently from “incorporated 2026.” For transactions in the USD 25-500 million range, that distinction carries weight.
When you acquire a shelf company, the following steps occur in sequence: the share transfer is executed before a notary, the articles are amended to reflect your purpose, existing directors are replaced, and a bank account is opened. The result: a fully operational Swiss legal entity with an existing Commercial Register entry, often within one week.
For comparison with fresh formation, see GmbH formation and AG formation.
When a Shelf Company Makes Sense
Shelf companies are not the right choice for every situation. But in the following circumstances, they are often the only viable option.
1. You have a contract deadline measured in days, not weeks.
If a counterparty requires a Swiss-registered legal entity to execute a contract within five business days, a fresh formation cannot meet that timeline. The Commercial Register in Zug typically processes new incorporations in 5-10 business days after notarial deed — and that assumes all documents are already prepared and correct. A shelf company, with its registration already complete, sidesteps that bottleneck entirely.
2. You need an existing banking relationship.
Opening a corporate bank account in Switzerland is the longest single step in the company formation process — routinely 4-8 weeks at major Swiss banks, and sometimes longer. A shelf company that already holds an active bank account eliminates that delay. Not all shelf companies carry an active account, so this must be confirmed during due diligence, but when it is available, the time saving is substantial. See our guide to corporate bank account opening in Switzerland for full context on the banking process.
3. You need a company with an older registration date.
Some public tenders, procurement contracts, and institutional partnerships require bidders to demonstrate a minimum number of years of establishment — typically two, three, or five years. A shelf company formed in 2021, for example, legitimately satisfies a “three years established” requirement in 2026. This is a transparent and legal use of a shelf company; the company genuinely has that registration history.
4. You face an urgent regulatory filing.
Certain filings with Swiss regulatory bodies, FINMA included, require an applicant to be an existing Swiss legal entity. If that requirement arises faster than a fresh formation can be completed, a shelf company resolves the problem. For businesses that require FINMA licensing, having an operational entity ready to go is often essential.
When a Fresh Formation Is the Better Choice
Unlike a Sukzessivgründung (successive formation), where a company is incorporated in stages over time, a shelf company acquisition delivers a fully formed entity immediately. For many clients, however, a fresh company formation in Switzerland will be more appropriate than acquiring a shelf company. Here is when that is the case.
Custom share structure. If you require a specific share class arrangement, preferred shares, or a non-standard capital structure, you will not find that in a shelf company’s existing articles. Amending a shelf company’s structure post-acquisition is possible but adds cost and notarial time, often negating the speed advantage.
Specific canton not in current inventory. Lawsupport maintains shelf companies in Zug. If your business rationale requires incorporation in Geneva, Basel, or another canton, and no shelf inventory exists there, a fresh formation in your target canton is the practical path. See our dedicated page on company formation in Zug if Zug is your preferred location.
Purpose clause significantly different from existing articles. A shelf company’s articles will state a general commercial purpose. If your intended business activity is highly regulated — financial intermediation, for example — the articles amendment process becomes more complex, and regulatory pre-approval may be required before the amendment can be filed.
Total cost exceeds the premium you are willing to pay for speed. This is the most common reason clients choose fresh formation over a shelf company. A shelf acquisition with all amendments included routinely costs CHF 5’000-12’000 or more. A fresh formation costs CHF 3’000-5’000 in most cases. If your timeline allows 4-6 weeks, that cost differential is rarely justified.
How to Acquire a Swiss Shelf Company: Step by Step
Lawsupport maintains a current inventory of AG and GmbH shelf companies in Zug. The acquisition process runs as follows.
Step 1 — Select from available inventory. Lawsupport presents you with the available shelf companies matching your requirements: entity type (AG or GmbH), registration date, and share capital structure. You select the company that best fits your needs.
Step 2 — Due diligence. Before any agreement is signed, Lawsupport conducts a formal due diligence review. This includes a ZEFIX extract confirming the Commercial Register history, confirmation that no liabilities exist, verification that no contracts have been entered into, and review of the company’s tax status.
Step 3 — Share purchase agreement signed. A share purchase agreement is prepared, reviewed, and executed by both parties. For a GmbH, this step precedes the mandatory notarial deed. For an AG, share transfer may not require notarisation, depending on the articles.
Step 4 — Notarial deed for share transfer and articles amendment. A Swiss notary executes the share transfer and simultaneously records the amendments to the articles of association: new purpose clause, new company name if required, updated share capital details if applicable.
Step 5 — New directors appointed. Outgoing directors resign; your nominated directors or a Lawsupport-appointed director is formally appointed. This is recorded in the same notarial deed where practicable.
Step 6 — Commercial Register update. The amended deed is submitted to the Commercial Register of Zug. Processing time is typically 5-10 business days. Upon registration, the updated entry reflects the new directors, new articles, and any name change.
Step 7 — Bank account opening. If the shelf company does not carry an existing bank account, a new corporate account is opened at this stage. This step runs in parallel with the Commercial Register filing where possible. Full timeline for bank account opening: 4-8 weeks depending on the bank and due diligence requirements.
Cost of Acquiring a Swiss Shelf Company
Shelf company pricing depends primarily on the age of the entity. All companies in our inventory are debt-free, come with balance sheets and share certificates, and have no trading history.
Pricing by company age (2026):
| Company Age | Price Range (CHF) |
|---|---|
| 15-17 years old | 15’000 - 17’000 |
| 20-30 years old | 20’000 - 30’000 |
| 40+ years old | 35’000+ |
| Vintage (e.g. 1933, 93 years old) | 47’500 |
On top of the company purchase price, the standard package adds:
| Item | Cost (CHF) |
|---|---|
| Registered address (Zug) | 2’400/year |
| Nominee director | 5’900/year |
| Accounting (dormant) | 1’800/year |
| Notarial modification (name, purpose, board) | ~1’700 |
| Package total (year 1) | ~11’800 + company price |
For comparison, a fresh GmbH formation in Zug costs CHF 1’900 for registration alone, or approximately CHF 12’000 as a full package with address, nominee director, and accounting included — before share capital.
The premium paid for a shelf company is a premium for two things: speed and the existing registration date. A company incorporated in 1986, for example, carries forty years of unbroken register history — a signal of stability that cannot be manufactured. Whether that signal is worth CHF 47’500 depends entirely on your counterparties and your market positioning.
2025 Regulatory Changes
Swiss authorities have tightened the rules around shell company transfers. From 2025:
- The Commercial Register has expanded powers to request financial documentation and can void shell company sales where it suspects the transaction lacks commercial substance
- Changes to a shelf company must now be executed in two stages: first the company name and board composition, then the business activity and purpose clause. Attempting to change everything simultaneously in a single filing may trigger additional scrutiny or rejection
- These rules apply to all cantons, though enforcement intensity varies
These changes do not make shelf company acquisitions illegal or impractical — they make sloppy ones riskier. A properly structured acquisition with clean documentation, legitimate commercial purpose, and experienced legal handling proceeds without difficulty.
A Real-World Example
A South African infrastructure group with operations across Africa — energy and real estate projects in the DRC, Ghana, Kenya, and Congo — approached us for a Swiss holding company. They needed an AG in Zug under the name “Gulf Investments Holdings AG” to serve as the group’s European holding vehicle. Expected transaction volumes: four to five per month, ranging from USD 25 million to USD 500 million.
The two directors (South African nationals, 50/50 ownership) wanted a company with history. A freshly formed entity would not carry the weight they needed for institutional counterparties and correspondent banking relationships. They selected a shelf company from our inventory — a Zurich-registered AG originally incorporated in 1986 — specifically for the prestige that a forty-year-old Swiss company carries in their market.
The acquisition was completed in under two weeks. Our recommendation was to leave the company domiciled in Zurich initially and transfer to Zug after demonstrating turnover — redomiciliation between cantons is straightforward once the company has an operating track record and banking relationship.
This case illustrates the two scenarios where shelf companies justify their premium: when the registration date itself is a commercial asset, and when the timeline for a fresh formation cannot accommodate the client’s deal calendar.
Important Checks Before Buying a Swiss Shelf Company
Whether you are acquiring a shelf company through Lawsupport or independently, the following due diligence checklist for shelf companies is non-negotiable.
ZEFIX extract. The federal commercial register database (zefix.ch) provides the full registration history of any Swiss company. Review it for any historical entries, cancellations, or encumbrances that may not be immediately visible.
Tax clearance. Obtain confirmation from the relevant cantonal tax authority that the company has no outstanding tax obligations. In Zug, this means a clearance from the Kantonales Steueramt Zug.
No pending legal proceedings. A search of Swiss debt enforcement records (Betreibungsregisterauszug) confirms that no enforcement proceedings have been initiated against the company.
Bank account status. Confirm whether the company holds an active bank account and, if so, its current balance and transaction history. An account with any unexplained transaction history should be treated as a disqualifying factor.
AHV and social security registration. Confirm that no employees have been registered under the company and that no social security obligations are outstanding.
Shelf Company vs. New Formation: Quick Comparison
| Factor | Shelf Company | Fresh Formation |
|---|---|---|
| Time to operational entity | 3-5 business days | 4-6 weeks |
| Cost | CHF 5’000-12’000+ | CHF 3’000-5’000 |
| Existing registration date | Yes — original date preserved | No — starts from today |
| Custom share structure | Limited by existing articles | Fully customisable |
| Canton flexibility | Limited to available inventory | Any Swiss canton |
| Bank account | Sometimes included | Must be opened fresh (4-8 weeks) |
| Clean legal history | Confirmed via due diligence | Guaranteed — company is new |
| Purpose clause | Must amend to match your activity | Drafted to your specification |
Real Problems With Shelf Company Acquisitions
The two-stage filing trap (2025 rule change). Since 2025, changes to a shelf company must be executed in two stages: first the company name and board composition, then the business activity and purpose clause. Attempting everything in a single filing triggers rejection. This adds approximately CHF 1’700 in additional notary and register fees, and extends the timeline by 1-2 weeks. Formation guides published before 2025 do not mention this.
Banking after acquisition is not guaranteed. The shelf company transfer takes 1-2 days. Opening a bank account for the newly acquired entity takes 4-8 weeks — sometimes longer. PostFinance rejects a significant share of applications. UBS requires CHF 500’000+ under management. The South African client mentioned above spent 6 weeks on banking alone. Formation took 2 days. Banking took 6 weeks. That ratio is typical.
Brand-name company names create compliance flags. If the shelf company’s name contains terms associated with well-known brands, banks will flag it during KYC. One client with “Tesla” in their company name received detailed compliance questions from PostFinance and was ultimately rejected. Rename the company during the modification process if needed — but factor this into your timeline.
Purpose clause mismatches in regulated sectors. If your intended business activity is financial intermediation, crypto, or healthcare, the articles amendment becomes more complex. Regulatory pre-approval may be required before the amendment can be filed. This negates much of the speed advantage.
Shelf Company vs Fresh Formation vs Operating Company: Decision Matrix
| Factor | Shelf Company | Fresh GmbH | Fresh AG | Operating Company Acquisition |
|---|---|---|---|---|
| Time to entity | 1-2 days (transfer) | 2-4 weeks | 3-6 weeks | 3-5 months |
| Entity cost | CHF 15’000-47’500 | CHF 1’900 | CHF 2’500 | Enterprise value multiples |
| Modification cost | ~CHF 1’700 | N/A | N/A | N/A |
| Registration date | Original date preserved | Starts from today | Starts from today | Original date preserved |
| Trading history | None (clean) | None (clean) | None (clean) | Existing (with liabilities) |
| Custom structure | Limited by existing articles | Fully customisable | Fully customisable | Inherited structure |
| Bank account | Sometimes included | Must open fresh (4-8 weeks) | Must open fresh (4-8 weeks) | Usually included |
| Best for | Speed, prestige, tender requirements | Most standard formations | Holdings, privacy, investors | Market entry, existing clients |
Frequently Asked Questions
Can I start operating the shelf company immediately after transfer?
Yes. The company already exists as a registered legal entity. From the moment the notarial share transfer is executed, you can begin operating under the company name. You do not need to wait for the Commercial Register to process the board and articles amendments — the company is already registered. The pending amendments update the register, but the entity itself is fully operational.
What if the bank rejects my account application for the shelf company?
This happens regularly. If the shelf company does not come with an existing bank account, you face the same banking challenge as a fresh formation — 4-8 weeks at minimum, with no guarantee of approval. PostFinance rejects frequently. UBS requires CHF 500’000+ under management. If banking speed is the primary reason you are buying a shelf company, confirm that the shelf comes with an active bank account before signing. Companies in our inventory with active accounts are flagged explicitly.
Are Swiss shelf companies legal?
Yes. Acquiring a dormant Swiss company via a share transfer and amending its articles is a standard, fully legal transaction under Swiss company law. The company has a genuine legal history and a legitimate Commercial Register entry. The key requirement is that the shelf company genuinely has no liabilities, no trading history, and no undisclosed obligations — which is why due diligence is mandatory before any acquisition.
How old are the shelf companies you have available?
Lawsupport’s current inventory includes shelf companies ranging from fifteen to over ninety years old. Prices range from CHF 15’000 for entities in the 15-17 year range up to CHF 47’500 for a 1933 vintage. All are debt-free with balance sheets and share certificates. The specific available companies, their formation dates, and their entity types (AG or GmbH) change as inventory is acquired and sold. Contact us directly for a current inventory list.
Can I keep the company’s original name?
In most cases, no — unless the original name happens to suit your business and you choose to retain it. Swiss company names must reflect the company’s purpose or founders and cannot be misleading. If you require a specific name, an amendment to the Commercial Register entry is straightforward and is handled as part of the standard acquisition process.
Do shelf companies have a bank account?
Some do; most do not. When a shelf company in Lawsupport’s inventory holds an active, clean bank account, we will flag that explicitly — it is a significant value-add given Swiss corporate banking timelines. If no account exists, bank account opening proceeds in parallel with the Commercial Register update after acquisition. Full details on the Swiss corporate banking process are available on our corporate bank account Switzerland page.
What taxes apply when buying a shelf company?
The share transfer itself may attract stamp duty (securities transfer stamp) depending on whether a Swiss securities dealer is involved. For direct private share transfers without bank intermediation, the stamp typically does not apply. The shelf company’s prior tax position — confirmed clean through due diligence — means no inherited tax liabilities.
Can I buy a shelf company in any Swiss canton?
Lawsupport maintains its shelf company inventory in Zug. If you require a shelf company registered in another canton, availability depends on current stock. For cantons where no shelf company is available, a fresh company formation is the practical alternative.
How long does the full transfer process take?
From signing the share purchase agreement to receiving the updated Commercial Register extract: typically 5-10 business days. The notarial deed and share transfer happen within 1-2 days; the remaining time is Commercial Register processing.
Is a shelf company suitable for a holding structure?
Yes. A shelf company can be restructured as a holding company by amending the purpose clause in the articles of association. This is a standard amendment handled during the acquisition process. The holding purpose must be reflected in the articles before the company begins operating as a holding entity.
Do I need a Swiss resident director for the shelf company?
Under Swiss law, at least one person authorised to represent the company must be resident in Switzerland. This can be one of your own directors (if Swiss-resident) or a nominee director provided by Lawsupport. This requirement applies to both AG and GmbH entities.
What happens to the shelf company’s original directors after I buy it?
The original directors resign as part of the acquisition process. Their resignations and the appointment of your new directors are recorded in the notarial deed and filed with the Commercial Register simultaneously. There is no gap in directorship — the transition is handled as a single filing.
Request a Free Assessment
Whether a shelf company or fresh formation is right for your situation depends on your timeline, budget, and specific requirements. Morgan Hartley, Senior Corporate Lawyer & Partner at Lawsupport, reviews your situation and sets out the steps needed — without obligation.
Lawsupport (Morgan Hartley Consulting) Grafenauweg 4, Zug, Switzerland +41 44 51 52 592 [email protected]