Shelf Company Switzerland — Buy a Ready-Made AG or GmbH

Q: What is the difference between a Vorratsgesellschaft and a Mantelgesellschaft?

A Vorratsgesellschaft (shelf company) has never conducted any business. It was formed and placed in storage for later sale. A Mantelgesellschaft (shell company) was previously an active business that ceased operations. The shell company's corporate body still exists, but it may carry residual liabilities from its former activities. A shelf company is the cleaner, lower-risk option for buyers who want a Swiss entity without inherited obligations.

A Swiss shelf company (German: Vorratsgesellschaft) is a pre-registered corporation — either an AG (Aktiengesellschaft) or GmbH (Gesellschaft mit beschränkter Haftung) — formed specifically for later sale to a buyer. It has never traded, holds no contracts, employs no staff, and carries zero liabilities. When you purchase a shelf company in Switzerland, you receive a fully registered entity with a UID number, paid-up share capital, and a clean Commercial Register history. The transfer takes 3 to 5 working days. Mueller Treuhand, based in Zug, maintains a standing inventory of shelf companies ready for immediate acquisition.

What Exactly Is a Shelf Company?

The term shelf company describes a legal entity that was incorporated under Swiss law, entered into the Commercial Register of the relevant canton, and then placed "on the shelf" — kept dormant until a buyer acquires it. The concept is fully lawful in Switzerland. The Swiss Federal Supreme Court has confirmed in its case law (BGE 132 III 668) that forming a company for later resale does not violate the Swiss Code of Obligations (CO), provided the incorporation requirements of Art. 629 ff. CO (for the AG) or Art. 777 ff. CO (for the GmbH) are met.

A shelf company possesses the following characteristics from day one:

Commercial Register entry in the canton of domicile
UID number (Unternehmens-Identifikationsnummer) issued by the Federal Statistical Office
Fully paid-up share capital: CHF 100'000 for an AG, CHF 20'000 for a GmbH
Articles of association (Statuten) filed with the Commercial Register
No operational history: no revenue, no employees, no VAT registration, no social insurance obligations
No debts or contingent liabilities

The buyer takes over a corporate vehicle that is legally identical to a newly formed company — but without the 4-to-8-week waiting period that a fresh incorporation requires.

Shelf Company vs. Shell Company — A Critical Distinction

English-speaking buyers frequently confuse two terms that describe fundamentally different legal constructs. Understanding the difference is essential before making a purchase decision.

Feature	Shelf Company (Vorratsgesellschaft)	Shell Company (Mantelgesellschaft)
Operational history	None — never traded	Yes — previously active, then ceased operations
Liabilities	Zero	Possible hidden obligations (tax, social insurance, contracts)
Due diligence required	Minimal	Thorough review mandatory
Commercial Register age	Typically 1–3 years	Often 5–15 years
Price (excl. share capital)	CHF 5'000–12'000	CHF 8'000–25'000
Transfer speed	3–5 working days	5–10 working days
Risk profile	Very low	Medium to high

A shelf company (Vorratsgesellschaft) is purpose-built for resale. It exists solely on paper. A shell company (Mantelgesellschaft), by contrast, once had an active business that was wound down or abandoned. The shell retains its legal personality but may carry residual obligations — unpaid taxes, pending claims, or undisclosed contractual commitments. Purchasing a shell company without rigorous due diligence can expose the buyer to inherited liabilities.

For international buyers seeking a clean entry into the Swiss market, a shelf company is the safer and faster option.

Why Buy a Shelf Company in Switzerland?

Speed

A new incorporation in Switzerland takes 4 to 8 weeks from the notary appointment to the Commercial Register entry. A shelf company transfer completes in 3 to 5 working days. For buyers who need a Swiss corporate vehicle on short notice — to sign a contract, open a bank account, or meet an investment deadline — this time advantage is decisive.

Zero Liability Risk

Because the company has never conducted business, there are no hidden debts, no pending lawsuits, no unpaid social insurance contributions, and no tax arrears. The buyer's liability exposure begins only from the date of acquisition.

Established Registration Date

A shelf company typically shows a registration date that is 1 to 3 years in the past. While this does not create a genuine trading history, some buyers value the perception of an established entity — particularly when dealing with banks, landlords, or business partners who prefer companies with a track record in the Commercial Register.

Immediate Legal Capacity

From the moment of transfer, the shelf company can enter into contracts, hire staff, open additional bank accounts, register for VAT, and conduct any lawful business activity. No further government approvals are needed (unless the specific business sector requires a licence).

What You Receive When Buying a Swiss Shelf Company

Every shelf company from Mueller Treuhand's inventory includes:

Component	AG (Aktiengesellschaft)	GmbH (Gesellschaft mit beschränkter Haftung)
Share capital (fully paid)	CHF 100'000	CHF 20'000
Commercial Register entry	Yes	Yes
UID number	Yes	Yes
Articles of association	Standard template, customisable	Standard template, customisable
Registered office address	Canton of Zug	Canton of Zug
Bank account	Yes, with a Swiss bank	Yes, with a Swiss bank
Board of directors / management	Nominee director (if needed)	Nominee manager (if needed)
Accounting records	Dormant-period financials	Dormant-period financials
Tax filings	Up to date (dormant returns)	Up to date (dormant returns)

The share capital belongs to the company and remains in the corporate bank account. It is not a fee — it is the company's own equity, transferred to the buyer along with the entity.

Step-by-Step: How the Purchase Works

Step 1 — Choose from Inventory

Review the available shelf companies on the current inventory list. Each listing shows the company type (AG or GmbH), canton of registration, share capital, registration date, and price. Mueller Treuhand maintains between 8 and 15 shelf companies at any given time.

Step 2 — Sign the Purchase Agreement

Once you select a company, Mueller Treuhand prepares a share purchase agreement (Aktienkaufvertrag for an AG, Anteilskaufvertrag for a GmbH). The agreement covers the purchase price, transfer conditions, representations, and warranties. Signing can be done remotely via qualified electronic signature or in person.

Step 3 — Notary Appointment for Statute Changes

If you wish to change the company name, registered office, purpose clause, or board composition, a notarial deed is required. The notary amends the articles of association and authenticates the new board appointments. For an AG, share transfers do not require notarisation — registered shares are transferred by endorsement and entry in the share register. For a GmbH, the transfer of quota shares (Stammanteile) must be notarised under Art. 785 CO.

Step 4 — Commercial Register Update

The notary submits the amended documents to the Commercial Register. The register processes the changes within 2 to 5 working days, depending on the canton. Once published in the Swiss Official Gazette of Commerce (SOGC/SHAB), the transfer is legally effective against third parties.

Step 5 — Bank Account Transfer

The existing corporate bank account is transferred to the new signatories. Mueller Treuhand coordinates with the bank to update the authorised signatories, comply with KYC (know-your-customer) requirements, and provide the necessary identification documents. You receive full access to the account, including the deposited share capital.

Pricing

Cost Element	AG	GmbH
Company purchase price	CHF 8'000–12'000	CHF 5'000–8'000
Share capital (refundable equity)	CHF 100'000	CHF 20'000
Notary fees (statute changes)	CHF 1'500–3'000	CHF 1'500–3'000
Commercial Register fees	CHF 600–1'200	CHF 400–800
Total outlay (approximate)	CHF 110'000–116'000	CHF 27'000–32'000

The share capital is not a cost — it remains in the company's bank account as working capital. The actual acquisition cost (purchase price + fees) ranges from approximately CHF 7'000 for a basic GmbH to CHF 16'000 for a fully customised AG.

Board Member Residency Requirement

Swiss law mandates that at least one member of the board of directors (AG) or one managing director (GmbH) must be resident in Switzerland (Art. 718 para. 4 CO for the AG; Art. 814 para. 3 CO for the GmbH). This person must have the authority to represent the company.

For international buyers who do not reside in Switzerland, Mueller Treuhand provides a nominee director service. Nathan Mueller (Eidg. dipl. Treuhandexperte) or another qualified member of the firm serves as the Swiss-resident board member, fulfilling the legal requirement while the buyer retains full economic ownership and operational control.

The nominee director arrangement is documented in a side agreement that clearly defines the scope of authority, reporting obligations, and termination conditions. The annual fee for this service depends on the complexity of the mandate.

Shelf Company vs. New Incorporation — Comparison

Criterion	Shelf Company Purchase	New Incorporation
Time to operational readiness	3–5 working days	4–8 weeks
Commercial Register history	1–3 years	None
Liability risk	Zero	Zero
Total cost (AG)	CHF 110'000–116'000	CHF 105'000–112'000
Name flexibility	Change possible (notary required)	Free choice from the start
Bank account	Already open	Must be opened (2–4 weeks)
Statutes	Standard, customisable	Fully custom from the start
Board composition	Inherited, changeable at transfer	Chosen at incorporation
UID number	Already assigned	Assigned after registration

The cost difference is modest. The primary advantage of a shelf company is time: you gain a fully functional corporate entity in days rather than weeks. This matters when a transaction deadline, a regulatory filing, or a contractual obligation requires an existing Swiss company on short notice.

For buyers who have 6 to 8 weeks and want maximum flexibility on the company name and statutes, a fresh incorporation may be the better fit.

Available Shelf Companies at Mueller Treuhand

Mueller Treuhand in Zug maintains a rotating inventory of pre-formed AG and GmbH entities. All companies are:

Registered in the Canton of Zug (one of Switzerland's lowest corporate tax jurisdictions at approximately 11.9% effective rate)
Fully capitalised with paid-up share capital
Free of any liabilities, contracts, or operational history
Equipped with a Swiss bank account
Tax filings current through the dormancy period

The current list of available companies, including registration dates and pricing, is published on the inventory page. Companies are sold on a first-come, first-served basis. If no suitable entity is available, Mueller Treuhand can incorporate a new company and fast-track the process to approximately 2 to 3 weeks.

Contact: Nathan Mueller, Eidg. dipl. Treuhandexperte — Baarerstrasse 12, 6300 Zug, Switzerland. Phone: +41 44 515 25 93.

Frequently Asked Questions

Is it legal to buy a shelf company in Switzerland?

Yes. Swiss law explicitly permits the formation and sale of shelf companies. The Swiss Federal Supreme Court confirmed in BGE 132 III 668 that forming a company for later resale is lawful, provided the incorporation requirements of the Code of Obligations are met. There is no licensing requirement for buying or selling shelf companies, and no government approval is needed for the transfer.

Can a foreigner buy a Swiss shelf company?

Absolutely. There is no nationality or residency restriction on acquiring shares in a Swiss AG or quota shares in a GmbH. Any natural or legal person, regardless of domicile, can purchase a Swiss shelf company. The only legal requirement is that at least one board member (AG) or managing director (GmbH) must reside in Switzerland. Mueller Treuhand offers a nominee director service to fulfil this obligation for international buyers. For more details, see our guide on buying a company in Switzerland as a foreigner.

How long does the shelf company transfer take?

The transfer typically completes within 3 to 5 working days from signing the purchase agreement. This includes the notary appointment (if statute changes are required), the submission to the Commercial Register, and the bank account signatory update. For straightforward transfers without name changes, the process can finish in as few as 2 working days.

What is the difference between a Vorratsgesellschaft and a Mantelgesellschaft?

A Vorratsgesellschaft (shelf company) has never conducted any business. It was formed and placed in storage for later sale. A Mantelgesellschaft (shell company) was previously an active business that ceased operations. The shell company's corporate body still exists, but it may carry residual liabilities from its former activities. A shelf company is the cleaner, lower-risk option for buyers who want a Swiss entity without inherited obligations.

Do I need to travel to Switzerland to buy a shelf company?

No. The entire process can be handled remotely. The share purchase agreement can be signed electronically or by post. If a notary appointment is required for statute changes, Mueller Treuhand can arrange for representation through a power of attorney (Vollmacht). Bank account KYC documentation can be submitted by post or through video identification, depending on the bank's requirements.

What happens to the share capital after I buy the company?

The share capital (CHF 100'000 for an AG, CHF 20'000 for a GmbH) remains in the company's bank account. It is the company's own equity — not a fee paid to the seller. After the transfer, you have full access to these funds for legitimate business purposes, subject to Swiss capital maintenance rules. The share capital may be used as working capital, for investments, or for any lawful corporate expenditure.

Can I change the company name after purchase?

Yes. The company name can be changed to any name that is available and complies with Swiss naming rules. The change requires a notarial deed amending the articles of association and a Commercial Register update. The process takes approximately 5 to 10 working days and costs CHF 1'500 to 3'000 in notary and register fees. Mueller Treuhand handles the entire procedure.

Author: Nathan Mueller, Mueller Treuhand — Eidg. dipl. Treuhandexperte, Mueller Treuhand

Published: 10 April 2026 | Updated: 10 April 2026