Buying a company in Switzerland — how AG and GmbH deals work

Buying an existing AG or GmbH is the fast lane into the Swiss market: the legal entity, its UID, bank relationship and — in the case of an operating business — its contracts and reputation transfer to you in one transaction. The deal is almost always a share deal, and its quality is decided in three places: the due diligence, the share purchase agreement, and the clean execution of transfer plus commercial register entries. This page walks through each, with the costs that actually occur (as of July 2026).

Two purchase scenarios should be kept apart from the start. Buying a shelf company — pre-founded, never operated — is a standardised transaction that completes in days; the inventory with current prices starts at CHF 9'800 for an AG and CHF 6'500 for a GmbH. Buying an operating business adds everything an active history brings: employees, contracts, debtors, disputes — and therefore real due diligence.

Share deal or asset deal

A share deal transfers the container: you acquire the shares (AG) or quotas (GmbH), and the company continues as if nothing happened — same UID, same contracts, same bank account, same liabilities. An asset deal transfers contents: selected machines, IP, customer lists move to a company you already own, and the old entity stays with the seller.

Shelf purchases are share deals by definition — there are no assets to cherry-pick. For operating targets with troubled history, an asset deal into a freshly formed Swiss company is often the safer construction.

Swiss companies for sale: where the offers actually come from

Ready-made Swiss companies for sale reach the market through two channels, and knowing which one you are looking at determines the due diligence. Fiduciary shelf lists — like the current list of AG and GmbH shelf companies — carry dormant, debt-free companies held specifically for resale, with written guarantees and a documented history; prices run from roughly CHF 6'500 for a GmbH to CHF 14'500 for an older AG (as of July 2026). Succession and business-broker listings, by contrast, sell operating companies with staff, customers and inventory — a different transaction with valuation, transition periods and far deeper diligence. A public marketplace mixing both credibly does not exist; sellers approach fiduciaries directly, which is why the clean inventory never appears on classified portals.

The acquisition process, step by step

1. Target and key terms

   Company, price, what is included (bank account, domicile, pending contracts) and the timetable are fixed in a short term sheet before money moves.

2. Due diligence

   Register extract, statutes, share register, annual accounts, tax filings incl. VAT, contracts, litigation, employment and social insurance are reviewed. For shelf companies this compresses to verifying the empty history and the seller's written debt-free guarantee.

3. Share purchase agreement

   The SPA fixes price, warranties (no undisclosed liabilities, taxes paid, accounts correct), indemnities and the closing mechanics. Warranties are the buyer's insurance — in a shelf purchase they carry the debt-free guarantee.

4. Payment and escrow

   Payment is exchanged against the transfer documents. Where the parties want protection, the price sits in escrow with a bank, notary or law firm and is released when the agreed conditions — typically the executed transfer and filed register changes — are met.

5. Transfer of shares or quotas

   AG: written assignment (or endorsement of share certificates) plus entry in the company's share register — no commercial register entry, no notary. GmbH: written assignment plus approval by the members' meeting, followed by entry of the new quotaholder in the commercial register. Buyers reaching 25% report the beneficial owner to the company within one month (Art. 697j OR).

6. Post-closing mutations

   New board or managing directors, and usually name, seat and purpose changes are filed with the register (our fees: change of registered persons CHF 150, name change of an AG CHF 1'500 incl. notary and register costs, seat transfer CHF 1'100, purpose change CHF 1'100). Bank signatories, VAT and social insurance registrations are updated.

Note the asymmetry the process reveals: an AG changes hands invisibly — the public register shows new directors, never new shareholders — while a GmbH publishes its new owner. Buyers who value discretion factor this into the choice of target.

Due diligence: the checklist that prevents bad purchases

Hidden debts, unresolved disputes and undisclosed tax liabilities are the three classic ways a company purchase goes wrong. The corresponding checklist:

• Registry and corporate documents — current extract, statutes, share register, past SHAB publications, completeness of mutations.
• Financials — audited or at least signed annual accounts, interim figures, receivables quality.
• Taxes — assessments and clearance for profit tax and VAT; a tax clearance run costs CHF 100–500 and is never the item to save on.
• Contracts and litigation — change-of-control clauses, guarantees given, pending or threatened proceedings.
• Employment — contracts, social insurance status, pension fund obligations.
• Real estate — if the company holds residential property, a purchase by persons abroad can require authorisation under Lex Koller; check before signing, not after.

For inspected shelf companies from our list, items two to six are structurally empty — that is precisely what you pay the premium for, and the written debt-free guarantee makes it contractual.

Costs of buying a Swiss company

The two price logics should not be confused. A shelf company is priced on vintage and completeness — the register history and the existing bank account are the product, which is why the range is narrow and public. An operating business is priced on what it earns and owns: recurring revenue, asset base, dependence on the departing owner, and the warranties the seller is prepared to give. In operating deals it is standard to hold part of the price in escrow against the warranty period rather than paying everything at closing — a structure a clean shelf purchase does not need.

Escrow fees depend on the escrow agent and deal size and are quoted case by case. After closing, running costs match any Swiss company: registered address, bookkeeping (CHF 1'200 per year in our schedule), and a fiduciary mandate where no signatory is Swiss-resident — the requirement of a resident representative applies to bought companies exactly as to newly formed ones.

When buying is the wrong move

• The target has history you cannot verify. If accounts are missing or the seller resists warranties, the discount is not a bargain — it is the price of unquantified liabilities. Walk away or switch to an asset deal.
• You are buying for a licence. FINMA authorisations and similar permits do not transfer as a practical matter — regulated activity triggers its own approval process under the new ownership. Buy the entity for time, never for its licence.
• The price premium buys nothing you need. Without a deadline, a new formation at CHF 750 plus register fees delivers a company with exactly your name, seat and structure — compare honestly against a five-figure purchase price.
• Residential real estate sits in the company. For buyers abroad, Lex Koller can make the acquisition subject to authorisation — a deal-breaker better discovered in week one.

Where the purchase does fit, it is the quickest legitimate way to operate in Switzerland. Tell us your deadline and intended activity via the contact form — you receive the current shelf list, or an assessment of the operating target you have in view, within one working day.