A shelf company — also called a ready-made company or dormant company — 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.
What Is a Swiss Shelf Company?
A Swiss shelf company is an Aktiengesellschaft (AG) or Gesellschaft mit beschraenkter Haftung (GmbH) that was legally incorporated, entered into the Commercial Register, and then kept completely dormant. It has never traded, has no existing liabilities, holds no contracts, and carries no legal or tax history beyond its original registration.
All shares are held by the current owner — in Lawsupport’s case, that is Morgan Hartley Consulting or a designated trustee — until a buyer is identified.
When you acquire the company, the following steps occur in sequence:
- The share transfer is executed before a notary
- The articles of association are amended to reflect your intended purpose
- Existing directors are replaced with your nominees or a Lawsupport-appointed director
- A new commercial bank account is opened in the company’s name
The result: you receive a fully operational Swiss legal entity with an existing Commercial Register entry, often within one week of signing. The entity’s registration date remains unchanged — that is one of the core reasons buyers pay a premium for shelf companies.
For background on how Swiss entities are structured from the ground up, see our pages on GmbH formation in Switzerland and AG formation in Switzerland.
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
For many clients, 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
The following cost ranges apply to a standard shelf company acquisition in Zug in 2026.
| Item | Cost (CHF) |
|---|---|
| Shelf company purchase price | 3’000 - 8’000 |
| Articles amendment (notary fee) | 800 - 1’500 |
| Commercial Register update fee | 300 - 600 |
| Director change | Included in amendment |
| Bank account opening | 0 - 500 (setup fees vary by bank) |
| Total | ~5’000 - 12’000+ |
For comparison, a fresh GmbH or AG formation in Zug typically costs CHF 3’000-5’000 all-in, including notary, Commercial Register, and Lawsupport professional fees.
The premium paid for a shelf company is a premium for two things: speed and the existing registration date. If neither of those factors is material to your situation, fresh formation is the more cost-efficient path.
A Real-World Example
In October 2024, a client operating in the commodities sector contacted Lawsupport on a Monday morning. They had a contract negotiation scheduled for the following Monday in which they were required to present a Swiss-registered entity as the signing counterparty. Five business days. A fresh formation was not possible.
Lawsupport identified a suitable GmbH shelf company from its Zug inventory. Due diligence was completed the same day. The share purchase agreement was signed Tuesday. Notarial deed was executed Wednesday. The Commercial Register filing was submitted Thursday morning. The client had a confirmed Commercial Register entry number — and could present the company’s existing Handelsregister entry — by Friday afternoon.
The contract was signed on Monday as scheduled. The total elapsed time from first contact to operational entity: four business days.
Important Checks Before Buying a Swiss Shelf Company
Whether you are acquiring a shelf company through Lawsupport or independently, the following due diligence items are 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 |
Frequently Asked Questions
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 one to several years old. 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 info@lawsupport.ch