A Swiss shelf company (Mantelgesellschaft) is a pre-registered AG or GmbH that sits dormant on the Commercial Register, ready for immediate transfer to a new owner. Buying one — a process known as Mantelkauf — takes 3 to 5 business days, compared to 4-6 weeks for a fresh formation. Prices start at CHF 15’000 for entities aged 15-17 years, scaling to CHF 47’500 for vintage companies from the 1930s. The total first-year cost, including registered address, nominee director, and accounting, runs approximately CHF 26’800 to CHF 59’300 depending on the entity’s age. Here is exactly how the process works, what it costs, and when a shelf company is — or is not — the right choice.
What Is a Swiss Shelf Company?
A shelf company is a company that was incorporated, registered with the cantonal Commercial Register, and kept inactive — no trading, no employees, no contracts, no liabilities. It sits “on the shelf” until a buyer acquires it through a share transfer.
In German-speaking Switzerland, the terms used are:
- Mantelgesellschaft — the shelf company itself
- Mantelkauf — the act of buying/acquiring a shelf company
- Mantel GmbH or Mantel AG — specifying the entity type
- Vorratsgesellschaft — a related term, sometimes used interchangeably, though technically referring to a company founded specifically for later sale
The buyer acquires the shares (AG) or quotas (GmbH), replaces the directors, amends the articles of association to reflect their business purpose, and begins operating under the existing company registration. The original registration date — visible on ZEFIX — is preserved.
Swiss shelf companies differ from operating company acquisitions. A shelf company has no trading history, no revenue, no employees, and no liabilities. An operating company acquisition (Unternehmenskauf) involves buying an active business with all its assets, contracts, employees, and — critically — its liabilities. The two transactions have entirely different risk profiles.
Shelf Company vs New Formation: Full Comparison
Before examining the details, here is a direct comparison of the two routes to a Swiss legal entity.
| Factor | Shelf Company (Mantelkauf) | Fresh GmbH Formation | Fresh AG Formation |
|---|---|---|---|
| Time to operational entity | 3-5 business days | 2-4 weeks | 3-6 weeks |
| Entity cost | CHF 15’000-47’500 | CHF 1’900 (registration) | CHF 2’500 (registration) |
| Modification/notary cost | ~CHF 1’700 | Included in registration | Included in registration |
| Minimum capital | Already paid (included) | CHF 20’000 (fully paid) | CHF 100’000 (CHF 50’000 paid in) |
| First-year package (address + nominee + accounting) | ~CHF 11’800 | ~CHF 12’000 | ~CHF 12’600 |
| Total first-year cost | CHF 28’500-61’000 | ~CHF 33’900 (incl. capital) | ~CHF 65’100 (incl. capital) |
| Existing registration date | Yes — original date preserved | No — starts from today | No — starts from today |
| Custom share structure | Limited by existing articles | Fully customisable | Fully customisable |
| Canton flexibility | Limited to available inventory | Any Swiss canton | Any Swiss canton |
| Bank account | Sometimes included | Must open fresh (4-8 weeks) | Must open fresh (4-8 weeks) |
| Clean legal history | Confirmed via due diligence | Guaranteed — entity is new | Guaranteed — entity is new |
| Purpose clause | Must amend to match activity | Drafted to your specification | Drafted to your specification |
| Best for | Speed, prestige, tender requirements | Most standard formations | Holdings, privacy, investors |
The key insight: a shelf company costs CHF 15’000-47’500 more than a fresh formation. That premium buys two things — speed (days instead of weeks) and an existing registration date. For the majority of founders, a fresh GmbH formation or AG formation is the better choice. The shelf premium is justified only in specific situations.
When a Shelf Company Makes Sense
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 four situations, a shelf company is the only option that works:
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. The share transfer completes in 1-2 days.
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 on ZEFIX.
Government procurement in Germany, Austria, and the Gulf states frequently specifies establishment thresholds. A freshly formed entity is automatically disqualified. A shelf company with the right vintage solves that problem within days.
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 Sukzessivgruendung (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. Morgan Hartley Consulting 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 on top of the entity price. 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.
You want a holding structure with specific tax planning. A Swiss holding company benefits from the participation exemption (Beteiligungsabzug) on qualifying dividend income and capital gains. Setting this up correctly from the outset — with the right articles, the right capitalisation, and the right purpose clause — is easier with a fresh formation than with a shelf company whose articles need substantial amendment.
How to Acquire a Swiss Shelf Company: Step by Step
Morgan Hartley Consulting maintains a current inventory of AG and GmbH shelf companies in Zug. The acquisition process runs as follows.
Step 1 — Select from available inventory. Morgan Hartley Consulting 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. Current inventory ranges from 15-year-old entities to a 1933 vintage AG.
Step 2 — Due diligence. Before any agreement is signed, Morgan Hartley Consulting 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. This step is non-negotiable — it protects you from inheriting hidden obligations.
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 (Stage 1). A Swiss notary executes the share transfer and records the first set of amendments: company name change and new board composition. Since 2025, this is filed as the first of two mandatory stages. The notary fees for this stage are approximately CHF 800-1’200.
Step 5 — Notarial deed for purpose and activity amendment (Stage 2). The second filing covers the business activity and purpose clause amendment. This must be submitted separately from Step 4 — attempting to combine both stages into a single filing triggers rejection. Additional notary and register fees: approximately CHF 500-800. This two-stage requirement adds 1-2 weeks to the total timeline.
Step 6 — New directors appointed. Outgoing directors resign; your nominated directors or a Morgan Hartley Consulting-appointed nominee director is formally appointed. This is recorded in the Step 4 filing where practicable.
Step 7 — Commercial Register update. The amended deed is submitted to the Commercial Register of Zug. Processing time is typically 5-10 business days per stage. Upon registration, the updated entry reflects the new directors, new articles, and any name change.
Step 8 — 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. See our Swiss bank account guide for details on which banks are most accessible.
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.
Entity Price by Age (2026)
| Company Age | Entity Type | Price Range (CHF) |
|---|---|---|
| 15-17 years old (est. 2009-2011) | AG or GmbH | 15’000 - 17’000 |
| 20-30 years old (est. 1996-2006) | AG or GmbH | 20’000 - 30’000 |
| 40+ years old (est. before 1986) | AG | 35’000+ |
| Vintage (e.g. 1933, 93 years old) | AG | 47’500 |
Additional Costs on Top of Entity Price
| Item | Cost (CHF) | Notes |
|---|---|---|
| Notarial modification — Stage 1 (name, board) | ~800-1’200 | Mandatory since 2025 |
| Notarial modification — Stage 2 (purpose, activity) | ~500-800 | Mandatory since 2025 |
| Commercial Register fees (both stages) | ~600 | Cantonal fee |
| Registered address (Zug) | 2’400/year | Required for all companies |
| Nominee director | 5’900/year | If no Swiss-resident director available |
| Accounting (dormant) | 1’800/year | Minimum statutory compliance |
| Package total (year 1, excl. entity price) | ~11’800-12’700 |
Total Cost Examples
| Scenario | Entity Price | Package | Total Year 1 |
|---|---|---|---|
| 15-year-old GmbH + full package | CHF 15’000 | CHF 11’800 | CHF 26’800 |
| 25-year-old AG + full package | CHF 25’000 | CHF 11’800 | CHF 36’800 |
| 1933 vintage AG + full package | CHF 47’500 | CHF 11’800 | CHF 59’300 |
| Fresh GmbH for comparison | CHF 1’900 | CHF 12’000 + CHF 20’000 capital | CHF 33’900 |
| Fresh AG for comparison | CHF 2’500 | CHF 12’600 + CHF 50’000 capital | CHF 65’100 |
The premium paid for a shelf company buys two things: speed and the existing registration date. A company incorporated in 1986 carries forty years of unbroken register history — a signal of stability that cannot be manufactured. Whether that signal is worth CHF 35’000+ depends entirely on your counterparties and your market positioning.
Note on capital: shelf company prices include the share capital already paid in. A fresh GmbH requires CHF 20’000 in capital on top of formation fees; a fresh AG requires CHF 50’000 minimum. When comparing total costs, the shelf company premium narrows significantly for AG structures.
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 triggers rejection
- The two-stage requirement adds approximately CHF 1’700 in total notary and register fees and extends the timeline by 1-2 weeks
- 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. The key is working with a practitioner who has filed post-2025 shelf company transfers and knows the current requirements of each cantonal register.
For the full statutory framework, see the Handelsregisterverordnung (HRegV) on Fedlex.
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.
Timeline breakdown:
- Day 1: Shelf company selected, due diligence completed
- Day 2: Share purchase agreement signed, notarial deed executed
- Days 3-12: Commercial Register processing (Stage 1 — name and board)
- Days 13-22: Commercial Register processing (Stage 2 — purpose and activity)
- Days 3-45: Bank account opening (in parallel — this was the longest step)
Cost breakdown:
- Entity price: CHF 17’000
- Notarial modifications (both stages): CHF 1’700
- Registered address (Zurich, annual): CHF 3’000
- Nominee director (annual): CHF 5’900
- Accounting setup (annual): CHF 1’800
- Total year 1: approximately CHF 29’400
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 Morgan Hartley Consulting or independently, the following due diligence checklist is non-negotiable.
1. 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. Look specifically for: historical name changes, past director entries, and any annotations (Bemerkungen).
2. 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. Even dormant companies must file annual tax returns — confirm that all returns have been filed and all minimum taxes paid.
3. Debt enforcement register extract (Betreibungsregisterauszug). A search of Swiss debt enforcement records confirms that no enforcement proceedings have been initiated against the company. Request this directly from the Betreibungsamt in the canton of the company’s registered office.
4. 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.
5. AHV and social security registration. Confirm that no employees have been registered under the company and that no social security obligations are outstanding. Even one historical employee creates potential liability for unpaid contributions.
6. Balance sheet and share certificates. Request the most recent annual accounts (even for a dormant company, these must exist) and physical or electronic share certificates. Verify that the stated share capital matches what was originally paid in.
7. No pending legal proceedings. Obtain a written declaration from the seller that no legal proceedings — civil, criminal, or administrative — are pending or threatened against the company.
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 |
| Liability risk | Low (confirmed via due diligence) | None | None | High (inherited obligations) |
| Best for | Speed, prestige, tender requirements | Most standard formations | Holdings, privacy, investors | Market entry, existing clients |
For a broader overview, see our guide to Ready-Made Companies & Nominee Services.
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. Full details on the banking process: Swiss bank account for companies.
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.
Mantel GmbH verkaufen — selling your own shell company. If you hold a dormant GmbH or AG and want to sell it as a shelf company, the process works in reverse. The entity must be genuinely clean — no liabilities, no tax arrears, no employees, no contracts. The market value depends primarily on age and canton of registration. Zug-registered entities command a premium. Contact Morgan Hartley Consulting for a valuation if you hold a dormant entity you wish to sell.
The German-Language Search Context
Many buyers searching for Swiss shelf companies search in German. The key terms and what they mean:
| German Search Term | English Equivalent | What the Searcher Wants |
|---|---|---|
| GmbH Mantel kaufen | Buy a GmbH shell | Purchase a dormant GmbH for immediate use |
| AG Mantel kaufen | Buy an AG shell | Purchase a dormant AG, usually for prestige or tenders |
| Schweizer AG Mantel kaufen | Buy a Swiss AG shell | Specifically wants a Swiss-registered AG |
| Mantel GmbH verkaufen | Sell a GmbH shell | Has a dormant GmbH and wants to sell it |
| Mantelkauf Schweiz | Shell company purchase Switzerland | General information about the acquisition process |
| Vorratsgesellschaft kaufen | Buy a shelf company | Alternative term, same intent |
All these searches point to the same transaction: acquiring a pre-registered, dormant Swiss company through a share transfer. The process, costs, and legal requirements are identical whether you call it a Mantelkauf, shelf company acquisition, or ready-made company purchase.
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?
Morgan Hartley Consulting’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 Morgan Hartley Consulting’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?
Morgan Hartley Consulting 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. Redomiciliation from Zug to another canton is possible after purchase.
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 for Stage 1, plus another 5-10 business days for Stage 2. 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 Morgan Hartley Consulting. This requirement applies to both AG and GmbH entities. The nominee director service costs CHF 5’900 per year.
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 Morgan Hartley Consulting, reviews your situation and sets out the steps needed — without obligation.
Morgan Hartley Consulting (Morgan Hartley Consulting) Baarerstrasse 135, 6300 Zug, Switzerland +41 44 51 52 592 [email protected]