Swiss Shelf Companies

It is an existing Swiss company, usually an AG or GmbH, formed in advance and kept dormant for a later purchaser. The transaction involves acquiring the shares rather than creating a new entity. Its claimed inactivity, assets and obligations still need to be verified from the records.

Acquiring shares in an existing company can be lawful, but the company’s condition and transfer formalities matter. Swiss rules prohibit transfers of an over-indebted company that has neither business activity nor realisable assets. We assess the proposed entity and transaction before treating it as a suitable acquisition.

It can make sense where a specific project needs an entity already registered and the overall acquisition process fits the deadline. First confirm what the counterparty actually requires. An older registration date does not demonstrate trading experience, creditworthiness or regulatory approval.

Shelf usually describes an entity kept dormant for sale; shell is a broader description of an entity with little or no operating activity. Neither label proves its financial or legal condition. We rely on the company’s records, assets, liabilities and intended use when assessing the transaction.

Prior trading changes the review. Contracts, tax positions, employees, litigation and other obligations may remain with the entity after the sale. We scope that as an acquisition of a company with a history, rather than assume the limited review appropriate to a demonstrably dormant entity is sufficient.

The schedule depends on the records, buyer checks, approvals and changes required. Ownership transfer, registration of amendments and bank onboarding may finish at different times. We establish the critical milestones for the specific transaction instead of promising that purchase immediately makes the company operational.

The purchase price is agreed with the seller for the particular company. Legal work, official charges, notarial acts, funding and ongoing services are separate budget items. We set out the agreed legal scope and help distinguish the price paid for the shares from the company’s own financial resources.

We can identify the setup requirements and coordinate agreed work with the relevant providers. Availability, appointments, responsibilities and fees need to be confirmed separately. A company purchase does not automatically include an office, a resident representative, accounting services or a banking relationship.

The statutory requirement concerns Swiss-resident representation: the company must be able to be represented by a person resident in Switzerland with the required authority. The permitted role and signing arrangements depend on the legal form. We review the proposed governance so the requirement is met throughout the handover.

Foreign ownership is generally possible, subject to any restrictions relevant to the assets, sector or buyer. Swiss representation and other company requirements still apply. Share ownership does not itself grant the purchaser a residence permit or permission to work in Switzerland.

Review the accounts, supporting balances, bank evidence, tax position, register history and relevant contractual records. The seller’s explanations and warranties should be tested against that evidence. A warranty allocates risk between the parties; it does not remove an undisclosed debt from the company.

AG shareholders are generally not listed as shareholders in the public commercial register, whereas GmbH members are recorded there. This does not create anonymity from banks or authorities. Ownership records, beneficial-owner information and applicable disclosure obligations must still be addressed.

We can assess either legal form and support the agreed acquisition work. Availability and suitability are confirmed for a specific company; this page is not a live inventory. Where acquisition offers little advantage, we can scope advice on a new formation instead.

A GmbH is commonly described in English as a limited liability company, while an AG is a company limited by shares. Neither should be assumed to have the same tax treatment or governance as a foreign LLC or corporation. We compare the Swiss forms against the actual ownership and business plans.

Compare the total cost, time to operate, flexibility and review work. New incorporation lets the founders set the structure from the outset. An existing entity may meet a particular timing or registration need, but still requires verification and changes. We assess both options before recommending a route.

These changes can generally be made through the required corporate decisions and filings, with notarial formalities where applicable. Name availability, the proposed purpose and a move between cantons need attention. We coordinate the amendments with the transfer and the intended operating arrangements.

An AG generally requires CHF 100,000 in share capital, with at least 20% of each share and a minimum total of CHF 50,000 paid in. A GmbH requires at least CHF 20,000, fully paid in. The target’s actual assets, losses and any unpaid capital commitments must be checked separately.

That must be confirmed for the particular company and bank. A change in ownership, management or activity can trigger a fresh review, even where an account already exists. The bank decides whether to accept or continue the relationship; the share transfer does not guarantee its approval.

An existing company does not remove licensing or affiliation requirements. Financial services, crypto activity and other regulated businesses need the appropriate analysis and permissions before starting. Any existing authorization and the effect of the ownership change must be reviewed rather than assumed to transfer without conditions.

Share the intended activity, owner structure, timing and any company offer you have received. For an identified target, useful starting documents include the commercial-register extract, articles, accounts and seller’s description of its history. We identify missing records and agree the next steps from there.