A Swiss shelf company can be transferred in 1 to 2 days. A new GmbH formation takes 2 to 4 weeks. The shelf company costs CHF 15,000–47,500 more than a new formation — but for founders who need a live Swiss entity immediately, that premium may be entirely rational. For everyone else, a new registration is cheaper and cleaner. This guide sets out exactly when each option makes sense.
What Is a Swiss Shelf Company?
A shelf company (Vorratsgesellschaft) is a company that has been registered in the Swiss Commercial Register but has never traded. It was formed specifically to be sold as a ready-made entity to a buyer who needs an immediately operational Swiss company.
A Swiss shelf company:
- Already has a UID (unique identification number) and a Commercial Register entry
- Has the minimum required share capital fully paid in
- Has no business history, no employees, no contracts, and no liabilities (if the due diligence confirms this)
- Can be transferred to a new owner within 24 to 48 hours
The shelf company supplier retains the original nominee director during the shelf period. On transfer, the articles are updated, new directors are appointed, and the purpose clause is changed to suit the buyer’s business.
Shelf Company vs New Formation: Key Differences
| Factor | New GmbH | Shelf Company |
|---|---|---|
| Time to operational entity | 2–4 weeks | 1–2 days |
| One-time formation cost | CHF 2,500–4,000 | CHF 15,000–47,500 (shell price) + ~CHF 1,700 modification |
| Share capital required now | CHF 20,000 (paid in, returned after registration) | None (already paid in, included in shell price) |
| Total first-year cost excl. capital | ~CHF 13,000 | ~CHF 25,000–55,000 |
| Registration date in register | Today | Historical (2015, 2018, 2020, etc.) |
| Liability history | None | Possible (check carefully) |
| Customisability | Full from day one | Requires post-transfer amendment |
| Banking | Start fresh | Start fresh (accounts typically not included) |
When a Shelf Company Makes Sense
1. Immediate commercial deadline. A contract or letter of credit requires a Switzerland-registered counterparty by a specific date that is fewer than 10 business days away. A new registration cannot meet this deadline. A shelf company can.
2. Tender requirements based on company age. Some public procurement tenders require that a company have been registered for at least two or three years. A shelf company with a 2020 registration date satisfies a three-year requirement in 2026. A new company registered today does not.
3. Bank pre-approval for trade finance. Certain trade finance instruments (guarantees, documentary credits) require the Swiss entity to have an established relationship with a Swiss correspondent bank. Some shelf company suppliers offer shelf companies that already have an existing (if dormant) banking relationship.
4. Reputational or client perception reasons. A client or partner may place weight on the company’s historical registration date, particularly in sectors where longevity signals credibility.
When a New Formation Is the Better Choice
1. No urgent deadline. If you can wait 3 to 5 weeks, a new formation costs CHF 10,000–30,000 less than a shelf company over the first year. The economics are rarely justified for a non-urgent registration.
2. Specific share capital structure required. A shelf company comes with a fixed share capital structure. If you need 1,000 shares at CHF 100 each (a common AG structure for investor rounds), a shelf company may not provide the exact configuration you need without notarial amendment.
3. Clean history guaranteed. A new company has zero history. A shelf company may have a clean history — but “may” requires verification. The due diligence cost and risk are not present with a new formation.
4. Specific canton preference. Shelf companies are available primarily in Zug, Zurich, and a few other cantons. If you need a company registered in a specific canton that the shelf company provider does not cover, a new formation is the only option.
Due Diligence Before Buying a Shelf Company
The most important step when acquiring a shelf company is confirming that it has no hidden liabilities. Even a company that has never traded can accumulate obligations:
Tax obligations. Swiss companies that are registered must file annual corporate tax returns, even if dormant. A shelf company whose provider failed to file tax returns may have outstanding assessments. Request confirmation of clean tax status from the cantonal tax authority.
Social security contributions. If the nominee director was paid any compensation, AHV/IV/EO contributions apply. Confirm that all social security obligations are current.
Contractual obligations. Confirm that the shelf company has not entered into any leases, service contracts, or banking agreements that survive the transfer.
ZEFIX check. Verify the register entry on ZEFIX. Check for any pending insolvency proceedings, debt collection actions, or director bans (Zivilstandsverbot).
Betreibungsregisterauszug. Obtain a debt enforcement register extract from the relevant cantonal office to confirm no outstanding enforcement proceedings against the company.
A reputable shelf company provider will provide all of these documents as standard. Request them before paying.
The Shelf Company Transfer Process
Step 1: Due diligence
Review the documents listed above. If anything is unclear, engage Swiss legal counsel to review before proceeding.
Step 2: Execute the share transfer agreement
The purchase agreement transfers the shares from the current nominee shareholder to the buyer. For a GmbH, share transfers require a notarial deed. For an AG, shares transfer via endorsement (if bearer shares — now prohibited) or signed transfer documentation.
Step 3: Directors’ meeting
The newly appointed directors hold their first meeting, accept their appointments, pass any required resolutions, and sign the articles of association amendment.
Step 4: Notarial amendment of articles
The purpose clause and managing directors must be updated in a notarial deed and submitted to the Commercial Register. Processing takes 5 to 15 business days.
Step 5: Open banking
Even if the shelf company had an account, fresh KYC under the new ownership is typically required. Begin the bank account application immediately after the share transfer.
Cost Comparison (2026)
| Item | New GmbH (Zug) | Shelf GmbH (2020 vintage, Zug) |
|---|---|---|
| Formation / acquisition | CHF 3,500 | CHF 18,500 |
| Articles modification | — | CHF 1,700 |
| Share capital (returned after) | CHF 20,000 | Included in price |
| Registered address (year 1) | CHF 2,400 | CHF 2,400 |
| Nominee director (year 1) | CHF 5,900 | CHF 5,900 |
| Accounting (year 1) | CHF 1,800 | CHF 1,800 |
| Total cash outlay | CHF 33,600 | CHF 30,300 |
| Total excl. returned capital | CHF 13,600 | CHF 30,300 |
On a first-year cost basis, the new GmbH is CHF 16,700 cheaper. The shelf company’s CHF 20,000 capital is embedded in the acquisition price — so on a cash basis they are closer — but the shelf company still costs more. Only the time advantage and the historical registration date justify the premium.
For a complete breakdown of all formation costs, see our company formation costs guide.
Next Steps
Morgan Hartley Consulting holds a current inventory of Swiss shelf companies (GmbH and AG) in multiple cantons, with clean tax records and audited histories. We also handle new formations for clients who do not need the speed premium.
Request a Free Assessment and we will recommend the right approach for your timeline and budget.
- Phone: +41 44 51 52 592
- Email: info@lawsupport.ch
- Address: Baarerstrasse 135, 6300 Zug, Switzerland
For the full shelf company inventory and pricing, see our ready-made companies page.
Morgan Hartley Consulting | Baarerstrasse 135, 6300 Zug | +41 44 51 52 592 | info@lawsupport.ch