What Is a Ready-Made Company in Switzerland?
A ready-made company (Mantelgesellschaft) lets you skip the two-to-four-week formation process and acquire a fully registered Swiss GmbH or AG within three to five business days. Known in German as a Mantelgesellschaft (literally “shell company”) or Vorratsgesellschaft (reserve company) – is a company that has been legally formed, entered in the commercial register, and assigned a UID number, but has never conducted any business activity. It exists solely for the purpose of being sold to a buyer who wants a company that is already registered and operational.
The concept is straightforward: a formation agent (typically a fiduciary firm or law office) creates a GmbH or AG with generic articles of association and a neutral company purpose. The company sits on the shelf until a buyer acquires it. The buyer then changes the company name, purpose, directors, and registered office to match their business needs.
In Switzerland, these entities are sometimes called shelf companies, blank companies, or off-the-shelf companies. The German-language market uses Mantelgesellschaft most frequently, though strictly speaking that term also covers dormant companies that previously traded – a distinction covered later in this guide.
The shelf company market in Switzerland is smaller than in jurisdictions such as the UK or the US. Swiss formation timelines of two to four weeks are already relatively short, which limits the demand. Still, there are legitimate situations where buying a shelf company saves critical time or meets a specific commercial requirement.
Current Shelf Company Availability
List updated: 3 July 2026. The table below is a representative selection of Swiss ready-made companies currently held for transfer. Availability moves quickly and several entities are placed before they reach this page, so treat the list as indicative and contact us to confirm what is free on the day.
Every company shown has been dormant since incorporation, carries no debt, and is delivered with reviewed accounts, a current commercial register extract, and a cantonal tax clearance confirmation. The figure quoted is the transfer premium only; the paid-in share capital passes to the buyer with the company.
| Reference | Type | Canton | Incorporated | Share capital | Transfer premium | Status |
|---|---|---|---|---|---|---|
| REG-CH-2601 | GmbH | Zug | 2023 | CHF 20,000 | CHF 6,900 | Available |
| REG-CH-2602 | GmbH | Zürich | 2022 | CHF 20,000 | CHF 7,500 | Available |
| REG-CH-2603 | AG | Zug | 2021 | CHF 100,000 | CHF 12,500 | Available |
| REG-CH-2604 | GmbH | Lucerne | 2024 | CHF 20,000 | CHF 5,900 | Available |
| REG-CH-2605 | AG | Schwyz | 2019 | CHF 100,000 | CHF 14,500 | Available |
| REG-CH-2606 | GmbH | Bern | 2016 | CHF 20,000 | CHF 9,500 | Reserved |
| REG-CH-2607 | AG | Zürich | 2011 | CHF 100,000 | CHF 19,000 | Available |
| REG-CH-2608 | GmbH | Geneva | 2020 | CHF 20,000 | CHF 8,900 | Available |
| REG-CH-2609 | AG | St. Gallen | 2008 | CHF 100,000 | CHF 22,500 | Available |
| REG-CH-2610 | GmbH | Basel-Stadt | 2013 | CHF 20,000 | CHF 11,000 | Available |
| REG-CH-2611 | AG | Zug | 2005 | CHF 150,000 | CHF 26,000 | Available |
| REG-CH-2612 | GmbH | Zürich | 2001 | CHF 20,000 | CHF 13,500 | Available |
| REG-CH-2613 | AG | Vaud | 1998 | CHF 100,000 | CHF 28,000 | Available |
| REG-CH-2614 | AG | Zürich | 1995 | CHF 250,000 | CHF 31,000 | Available |
Premiums exclude notary and commercial-register amendment fees, which total CHF 700 to 1,900 depending on the canton and the number of changes filed. To reserve a company, or to ask for one in a specific canton or share-capital band, tell us your requirements and we will confirm current availability within one business day.
How Reliable Is This Ready-Made Company Guide?
The legal framework described here follows OR Art. 785–788 (GmbH share transfer), OR Art. 684–686 (AG share transfer), and the Swiss Merger Act (FusG). Pricing data reflects actual purchase agreements and fiduciary fee schedules from transactions in Zurich, Zug, and Bern between 2024 and 2026. The due diligence checklist is based on items identified during real shelf company acquisitions where undisclosed liabilities were discovered post-transfer. Anti-money laundering obligations reference the Federal Act on Combating Money Laundering (GwG Art. 3–6).
What Is the Legal Framework for Shelf Companies?
Swiss law does not specifically regulate the creation or sale of shelf companies. There is no statute that addresses Vorratsgesellschaften directly. Instead, the legal framework is assembled from several areas of the Code of Obligations (Obligationenrecht, OR) and related legislation.
Formation rules apply normally. A shelf company must satisfy all the same formation requirements as any other GmbH or AG. It needs a notarial deed, minimum share capital, articles of association, and a valid commercial register entry. The Federal Commercial Registry Office (EHRA) does not distinguish between companies formed for immediate use and those formed for later resale.
Share transfer provisions govern the sale. When the shelf company changes hands, the transaction follows the standard share transfer rules:
- GmbH: Transfer of shares (Stammanteile) requires a written assignment agreement and, unless the articles provide otherwise, approval by the shareholders’ meeting with a two-thirds majority of votes and an absolute majority of share capital (OR Art. 785-788).
- AG: Transfer of registered shares (Namenaktien) requires endorsement and delivery. Bearer shares (Inhaberaktien) were effectively abolished by the register of beneficial owners requirement introduced in 2019 (OR Art. 697i ff.).
Commercial register updates are mandatory. Every change to the company’s directors, signatories, name, purpose, or registered office must be filed with the cantonal register and published in the SHAB (OR Art. 937 ff.). The register office processes these amendments in the same way as any other modification.
The Merger Act (FusG) is relevant if the buyer merges the shelf company with an existing entity or converts it from one legal form to another. However, most shelf company transactions involve a straightforward share transfer, not a merger.
Anti-money laundering obligations. The buyer’s identity must be verified. Banks will conduct know-your-customer (KYC) checks when the account signatories change. If the shelf company was held by a fiduciary, that fiduciary is subject to the Anti-Money Laundering Act (Geldwaeschereigesetz, GwG) and must verify the beneficial owner.
Tax implications of the transfer. The sale of GmbH shares is generally exempt from Swiss stamp duty (Umsatzabgabe) if the shares are transferred by the formation agent as part of a primary market transaction. Secondary market transfers may be subject to the 0.15 per cent securities transfer tax if a Swiss securities dealer is involved. The buyer should clarify the stamp duty position with their tax adviser before completing the transaction.
How Does Buying a Shelf Company Work?
The purchase of a ready-made company follows a predictable sequence. The entire process can be completed in three to five business days if all parties cooperate efficiently.
Step 1: Select the Company
Formation agents and fiduciary firms maintain inventories of shelf companies in various configurations – GmbH or AG, different share capital amounts, different cantons of registration. The buyer selects a company that matches their requirements or asks the agent to source one.
Step 2: Negotiate and Sign the Purchase Agreement
The purchase agreement (Kaufvertrag) covers the transfer price, the representations and warranties of the seller (typically confirming that the company has no liabilities, no employees, no pending litigation, and no tax arrears), and the conditions for closing.
Step 3: Execute the Share Transfer
For a GmbH, the share assignment must be in writing (OR Art. 785). The shareholders’ meeting of the shelf company approves the transfer (unless the articles waive this requirement). For an AG with registered shares, the shares are endorsed and delivered to the buyer.
Step 4: Change Directors and Signatories
The existing directors (typically nominees appointed by the formation agent) resign. The buyer appoints new managing directors (GmbH) or board members (AG). At least one person with signatory authority must be domiciled in Switzerland – a requirement that cannot be waived (OR Art. 814 para. 3 for GmbH, OR Art. 718 para. 4 for AG).
Step 5: Amend the Articles of Association
The buyer changes the company name, purpose, and registered office to reflect their actual business. These amendments require a notarial deed for both GmbH and AG. The notary authenticates the revised articles and the new managing directors’ or board members’ specimen signatures.
Step 6: File with the Commercial Register
The notary or the buyer’s legal representative submits the amendments to the cantonal commercial register. The register processes the changes and publishes them in the SHAB. Once published, the company appears under its new name with the new directors.
Step 7: Update Banking Relationships
The existing bank account signatories are replaced with the new directors. The bank conducts fresh KYC checks on the new beneficial owners. This step can take one to three business days depending on the bank.
What Are the Advantages of Buying a Shelf Company?
The shelf company option exists because it solves specific problems that a fresh company registration cannot address as quickly.
Speed. The most significant advantage. A shelf company is already registered, has a UID number, and may already have a bank account. Changing ownership and details takes three to five days, compared with two to four weeks for a new formation. If a business opportunity requires an operational Swiss company within days, a shelf company delivers.
Existing UID and commercial register entry. Some contracts, tenders, or licensing applications require a company with an existing UID number or a demonstrable history of registration. A shelf company provides this immediately.
Pre-existing bank account. If the shelf company already has a Swiss bank account, the buyer avoids the account opening process, which can take one to three weeks at some banks. The bank still needs to update signatories and conduct KYC, but this is faster than opening a new account from scratch.
Perceived company age. In certain industries, counterparties prefer to deal with companies that have been registered for some time rather than newly formed entities. A shelf company registered six or twelve months ago provides this perceived maturity, though sophisticated counterparties will note the change of ownership in the register.
Simplified process for foreign buyers. For foreign entrepreneurs unfamiliar with Swiss formation procedures, buying a shelf company from a reputable agent can be simpler than coordinating a new formation across time zones, especially if the agent handles the director appointment, notarial deed, and register filing as a package.
What Are the Risks and Disadvantages?
The premium you pay for a shelf company comes with trade-offs that you must evaluate carefully.
Cost premium. A shelf GmbH costs CHF 5,000 to 15,000 more than forming a new one. For an AG, the premium ranges from CHF 10,000 to 30,000. This additional cost buys you time, but if your timeline is flexible, a fresh formation delivers the same result for less money.
Potential hidden liabilities. Even a company that has never traded can accumulate obligations. Cantonal minimum corporate taxes accrue from the date of registration. Commercial register annual fees may be outstanding. If the formation agent failed to file annual accounts (required even for dormant companies), the company may face penalties. A thorough due diligence review is non-negotiable.
Unknown history. The shelf company was controlled by other parties before you acquired it. If those parties entered into any commitments on behalf of the company – even inadvertently – those commitments bind the company, not the individuals. The purchase agreement should include full representations and warranties, backed by indemnities, to protect you.
Name and purpose changes still require a notary. You cannot simply buy the shelf company and start trading under a new name. Changing the name, purpose, and directors all require a notarial deed and a commercial register filing. This adds CHF 1,000 to 2,500 in notary and register fees on top of the purchase price.
Limited choice of share capital. Shelf companies are typically formed with the minimum share capital (CHF 20,000 for a GmbH, CHF 100,000 for an AG). If you need a different capitalisation, you will need a capital increase or decrease after acquisition, adding further notarial costs and processing time.
Bank account complications. If the shelf company has an existing bank account, the bank may not be willing to continue the relationship under new ownership. Swiss banks are increasingly cautious about changes in beneficial ownership and may close the account, forcing you to open a new one anyway.
How Much Does a Ready-Made Company Cost?
Pricing depends on the legal form, the share capital, the age of the company, and the seller’s margin. The table below shows typical market ranges as of 2026.
| Component | Shelf GmbH (CHF 20,000 capital) | Shelf AG (CHF 100,000 capital) |
|---|---|---|
| Share capital (included in price) | CHF 20,000 | CHF 100,000 |
| Seller’s premium | CHF 5,000 - 15,000 | CHF 10,000 - 30,000 |
| Total purchase price | CHF 25,000 - 35,000 | CHF 110,000 - 130,000 |
Additional costs after purchase:
| Item | Typical Range |
|---|---|
| Notary fees (name/purpose/director changes) | CHF 500 - 1,500 |
| Commercial register amendment fees | CHF 200 - 400 |
| SHAB publication fees | CHF 30 - 50 |
| Legal/fiduciary fees for due diligence | CHF 1,000 - 3,000 |
| Bank KYC update | CHF 0 - 500 |
| Total post-purchase costs | CHF 1,730 - 5,450 |
For comparison, forming a new GmbH from scratch costs CHF 3,000 to 5,000 in total fees (excluding share capital). The shelf company premium of CHF 5,000 to 15,000 is the price of saving approximately two to three weeks.
The premium tends to be higher for companies registered in prestigious cantons (Zurich, Zug), companies with a longer registration history, and companies that already hold special licences or permits. Companies with existing VAT registration numbers also command a modest premium.
What Due Diligence Should You Conduct Before Buying?
Before signing the purchase agreement, verify every item on this list. Skipping due diligence on a shelf company is the most common source of post-acquisition problems.
Financial and tax checks:
- [ ] Request the most recent annual financial statements (even dormant companies must file them)
- [ ] Obtain a tax clearance certificate (Steuerauskunft) from the cantonal tax authority confirming no outstanding corporate income or capital tax
- [ ] Confirm that all federal withholding tax obligations are current
- [ ] Verify that cantonal minimum taxes have been paid for every year since formation
- [ ] Check whether the company is registered for VAT and, if so, whether all returns have been filed
Legal and register checks:
- [ ] Order a current commercial register extract (Handelsregisterauszug) and verify all entries
- [ ] Obtain a debt enforcement register extract (Betreibungsregisterauszug) from the debt enforcement office at the company’s registered address – this reveals any debt collection proceedings or bankruptcy actions
- [ ] Confirm that no litigation or arbitration is pending against the company
- [ ] Review the articles of association for any unusual provisions (non-compete clauses, supplementary contribution obligations, transfer restrictions)
- [ ] Verify that the company holds no real estate (which could trigger Lex Friedrich issues)
Operational checks:
- [ ] Confirm that the company has never employed any staff (avoiding inherited social insurance liabilities)
- [ ] Verify that no contracts, leases, or other commitments exist in the company’s name
- [ ] Check whether the company has any intellectual property registrations
- [ ] Confirm that no beneficial ownership disclosures are outstanding under OR Art. 697j
Purchase agreement protections:
- [ ] Ensure the seller provides written representations that the company has no liabilities
- [ ] Include an indemnity clause covering any undisclosed liabilities that surface after closing
- [ ] Specify a retention amount (typically 10-20 per cent of the purchase price) held in escrow for six to twelve months
- [ ] Define a clear mechanism for resolving warranty claims
What Is the Difference Between a Shelf Company and a Dormant Company?
These two terms are often used interchangeably, but they describe different situations under Swiss law.
| Feature | Shelf Company (Vorratsgesellschaft) | Dormant Company (ruhende Gesellschaft) |
|---|---|---|
| Trading history | Never traded | Previously active, now inactive |
| Purpose | Formed for resale | Ceased operations temporarily or permanently |
| Typical liabilities | Minimal (register fees, minimum taxes) | Potentially significant (creditors, employees, contracts) |
| Due diligence complexity | Lower | Higher |
| Risk profile | Lower | Higher |
| Price | Predictable (premium over capital) | Variable (depends on balance sheet) |
A shelf company (Vorratsgesellschaft) was created specifically to be sold. The formation agent incorporated it, paid the minimum capital, and kept it dormant with no business activity. Its balance sheet should show only the share capital on the equity side and cash (or a bank balance) on the asset side. The risk profile is relatively clean, though not zero.
A dormant company (ruhende Gesellschaft) had a prior life. It traded, had customers, possibly employed staff, entered into contracts, and then stopped operating. The company remains in the commercial register but is inactive. Buying a dormant company is fundamentally different from buying a shelf company because the history introduces risks: outstanding supplier invoices, warranty claims from former customers, unpaid social insurance contributions, environmental liabilities, or unresolved tax positions.
If someone offers you a “shelf company” that turns out to have a trading history, treat it as a dormant company acquisition and conduct correspondingly deeper due diligence. The distinction matters for your risk exposure.
Swiss law does not provide a special mechanism for “reactivating” a dormant company. The company never lost its legal personality – it simply stopped trading. Resuming operations requires only a decision by the shareholders and, if the purpose has changed, an amendment to the articles of association filed with the commercial register.
When Does Buying a Ready-Made Company Make Sense?
A shelf company is not always the right choice. The decision depends on your specific circumstances.
Buy a shelf company when:
- You need an operational Swiss company within days, not weeks. Time-sensitive transactions, government tenders with deadlines, or imminent contract signings may justify the premium.
- A counterparty requires you to have an existing Swiss company with a UID number before they will engage. This is common in public procurement and certain regulated industries.
- You are a foreign buyer coordinating the formation remotely and want to minimise the complexity of the process. A shelf company package from a reputable agent handles the notary, register, and bank relationships in one transaction.
- You need a company with an existing bank account and cannot wait for the account opening process.
Form a new company when:
- Your timeline is flexible. If you have three to four weeks, a fresh GmbH or AG formation costs significantly less and carries no acquisition risks.
- You want a specific share capital structure, share classes, or articles of association provisions from the outset. Customising a shelf company’s articles after purchase takes the same notarial effort as drafting them from scratch.
- Budget is a primary concern. The CHF 5,000 to 15,000 premium for a shelf GmbH buys you time, nothing else. If time is not scarce, the premium is wasted.
- You want to be certain the company has no history whatsoever. Even with thorough due diligence, a fresh formation eliminates 100 per cent of the acquisition risk.
For most entrepreneurs, a fresh formation through the standard registration process is the better choice. The shelf company option serves a narrow but real set of use cases where speed is the overriding factor.
If you are weighing the two options, consider the full costs of company registration and the typical registration timeline before deciding. The difference may be smaller than you expect. If the company is no longer needed later, see our liquidation guide.
Frequently Asked Questions
How long does it take to buy a shelf company in Switzerland?
The transfer of a ready-made company typically takes three to five business days once the purchase agreement is signed. This includes executing the share transfer, filing the change of directors and signatories with the cantonal commercial register, and updating the bank account authorisations. By comparison, forming a new GmbH from scratch takes two to four weeks. The speed advantage is the primary reason buyers pay the premium for a shelf company.
Is buying a shelf company legal in Switzerland?
Yes. Swiss law does not prohibit the purchase or sale of existing companies, including those formed specifically for resale. The transfer follows standard share transfer procedures under the Code of Obligations — OR Art. 785-788 for a GmbH and OR Art. 684-686 for an AG. The key legal requirement is that every change of ownership, directors, and registered office must be reported to the cantonal commercial register and published in the SHAB.
What are the hidden risks of buying a shelf company?
The main risks are undisclosed liabilities, unpaid taxes, outstanding social insurance contributions, and pending legal claims that do not appear on the balance sheet. Even a company that has never traded may have accumulated liabilities — cantonal minimum taxes, annual commercial register fees, or accounting obligations. A thorough due diligence review, including audited financial statements, a tax clearance certificate, and a debt enforcement register extract, is essential before signing the purchase agreement.
How much does a shelf company cost in Switzerland?
A ready-made GmbH with CHF 20,000 share capital typically sells for CHF 25,000 to 35,000, representing a premium of CHF 5,000 to 15,000 over the share capital value. A shelf AG with CHF 100,000 share capital costs CHF 110,000 to 130,000. The premium covers the seller's formation costs, holding costs during the dormancy period, and a margin. Buyers also pay transfer fees including notary costs of CHF 500 to 1,500 and commercial register amendment fees of CHF 200 to 400.
Can I immediately start business activities after buying a shelf company?
Yes. The company is already legally registered, so you can enter contracts and invoice clients from the moment the quota transfer is completed at the notary. However, you should update the company name, purpose, and directors at the commercial register before conducting regulated activities or entering into major contracts — counterparties will rely on the register for verification. VAT registration, tax authority notification, and social insurance enrolment still need to be set up and typically take one to two weeks each.
Does buying a shelf company affect the company's original tax history?
Yes. The new owner inherits the company's full tax history from its original formation date. If the seller's fiduciary has not filed tax returns or paid cantonal minimum taxes during the dormancy period, those arrears become the new owner's responsibility. This is one of the most important items in the due diligence checklist. Request a written tax clearance confirmation from the cantonal tax office for all periods prior to the transfer date before signing the purchase agreement.
What documents should I receive when buying a shelf company?
The seller should provide: a complete set of audited or reviewed annual accounts since formation, a current commercial register extract, the original articles of association, the formation deed, a tax clearance certificate from the cantonal tax office, a debt enforcement register extract (Betreibungsauszug), confirmation that all AHV/social insurance contributions are paid, and the share transfer agreement. The notarised quota transfer deed is the key legal document confirming ownership. Keep all these documents in a permanent company file.
Is a shelf company or a fresh GmbH formation the better choice?
The right choice depends on urgency and budget. A shelf company suits founders who need a registered entity within days, are willing to pay CHF 5,000 to 15,000 premium over the share capital, and accept the due diligence obligation of reviewing the company's historical compliance. A fresh GmbH formation takes two to four weeks but costs less overall, gives the founders a clean corporate history from day one, and allows fully customised articles of association. For most situations with no particular time pressure, fresh formation is simpler and lower risk.
What changes must be made to a shelf company after purchase?
At minimum, the new owner must update: the company name (to reflect the new business), the purpose clause (to match actual activities), the directors and authorised signatories, and the registered office address (if the seller's domicile address was used). All changes require a notarised amendment deed and a commercial register application, with each change published in the SOGC. Changes to name and purpose also require an amended articles of association. Most buyers complete all changes in a single round of filings to minimise notary and register fees.