Shelf company in Switzerland — buy a ready-made AG or GmbH

A shelf company (Mantelgesellschaft) is a Swiss AG or GmbH that was properly founded, entered in the Handelsregister and then deliberately kept dormant — no trading, no employees, no liabilities. Buying one replaces the entire formation process: the register entry, UID number and bank account already exist, so the takeover completes in days rather than the 2–3 weeks (or, with bank compliance for foreigners, 4–6 weeks) a new formation needs. Our current list holds 10 companies — 7 AG shells (CHF 100'000 share capital each, from CHF 9'800) and 3 GmbH shells (CHF 20'000 capital, from CHF 6'500) — with founding years 2009–2026, each sold with a written debt-free guarantee (as of 23 July 2026).

English usage varies — shelf company, ready-made company, aged company, off-the-shelf company — and Swiss providers say Mantelgesellschaft. All describe the same product. What it is not: a "shell company" in the loose sense of an ex-operating entity with an unknown past. A proper shelf company has a documented, empty history, and that difference is the whole point of buying from an inspected inventory.

Who buys a ready-made company — and why

Four buyer profiles dominate our practice:

• Entrepreneurs on a deadline — a contract must be signed this week, a licence application filed under a legal entity, a tender entered before the closing date.
• Investors who want history — an entity whose register entry predates the deal reads as established structure with banks and counterparties.
• Founders avoiding formation friction — no capital deposit account, no notary appointment for incorporation, no waiting for register approval.
• International clients entering Switzerland — the bank account already exists, which for non-residents is regularly the slowest part of a new formation.

The advantages carry real weight beyond speed. Creditworthiness builds on register age, and a company with years of clean history clears screening filters a new entity fails. Discretion is respected too: for an AG, the change of shareholders is not published in the commercial register — only changes of board, name, domicile or purpose appear. And unlike a new formation, no fresh capital of CHF 100'000 (AG) or CHF 20'000 (GmbH) has to be paid in — the shell's capital is already constituted.

Available shelf companies

Our inventory changes as companies are sold and new ones are added; the table shows the list as of 23 July 2026 — for the first time including three GmbH shells. Every company comes with complete documentation, advice and handover by fiduciary specialists. Industry designation, name and domicile can be changed on request for each entry.

An existing Swiss asset management company can also be acquired as a shelf structure where the business model is financial services — relevant for buyers planning regulated activity; price and availability on request through the contact form.

Transaction costs on top of the purchase price (as of July 2026):

Follow-up mutations are priced individually in our schedule: change of company name CHF 1'500 (AG, including notary and register costs), transfer of corporate seat CHF 1'100, change of purpose CHF 1'100, change of registered persons CHF 150.

Why the founding year moves the price

Among the seven AG entries above, vintage is the only variable that separates a CHF 9'800 shell from a CHF 14'500 one — capital and documentation are identical. The premium prices what age does in practice: bank onboarding teams, leasing companies and tender committees screen the founding date, and informal thresholds ("at least three years on the register", "founded before the pandemic") are common. GS-2009-42 clears every such filter with fifteen years of register history; GS-2023-35 clears fewer, and costs CHF 4'700 less. Buyers with a concrete counterparty in mind should check that counterparty's screening habits first and buy exactly as much vintage as the deal requires — paying for 2009 when 2021 suffices is money left on the table.

Where our shelf companies come from

Gründung Schweiz sources shells from two channels. Some are founded by us and kept dormant deliberately — clean by construction. Others are bought in from owners whose company has ended its active use: an entrepreneur retires, a project ends, and liquidation would cost money and destroy a usable register history. We examine statutes, accounts and liabilities before such a company enters the inventory, and only debt-free entities with complete documentation make the list — the written guarantee at handover is backed by that inspection. If you own a dormant AG or GmbH yourself, the same door works in reverse: we buy suitable companies instead of letting them go into liquidation — offer it through the contact form.

How the purchase works for foreign buyers

1. Select and reserve

   You pick a company from the list — vintage, domicile and price decide. We reserve it and disclose the full documentation: statutes, register extract, annual accounts, confirmation of non-activity.

2. Due diligence

   You (or your adviser) verify the register documents, check for liabilities and review the tax position. We support this stage and issue the written guarantee that the company is free of debts and obligations.

3. Purchase agreement and payment

   The share purchase agreement is signed and the price is settled — escrow arrangements are available where buyer and seller want the payment tied to the register changes.

4. Register mutations

   New board or management, transfer restrictions, and usually a new name, domicile and purpose are notarised where required and filed with the commercial register; the changes publish via SHAB within days.

5. Operational handover

   Bank signatories are updated, the UID stays active, and the beneficial owner is documented per Art. 697j OR. The company is yours to operate — the Swiss-resident signatory requirement applies as with any Swiss company, and we cover it with a fiduciary mandate where needed.

The mechanics of the transaction itself — share deal structure, escrow, warranties, the register steps in detail — are covered in the companion guide buying a Swiss company.

Risks and due diligence: what to check before you sign

A shelf purchase is as safe as its documentation. Three risk zones account for nearly every problem case we have seen:

• Hidden debts and obligations. An insufficiently examined shell can carry supplier debts, guarantees or litigation. Countermeasure: full document review plus a contractual debt-free guarantee from the seller — we issue this guarantee in writing for every company on our list.
• Tax legacies. Past taxable events can surface after takeover. Countermeasure: tax clearance before closing (CHF 100–500) and review of all filed accounts.
• Incomplete records. Missing statutes, gaps in the share register or unfiled mutations delay banking and register changes. Countermeasure: buy only with a complete document set — register extract, statutes, accounts, share register, beneficial-owner documentation.

One further limit is regulatory, not contractual: a shelf purchase does not transfer licences. If your business requires FINMA authorisation or affiliation with a supervisory organisation, that application is made for the company after takeover — the shell saves you formation time, not licensing time.

Shelf company vs new formation

The comparison also shows the honest arithmetic: a shelf company is the more expensive route. You pay the premium for calendar time and register age. Whether that premium is rational depends entirely on what a lost month costs your project — for a signed distribution contract it is trivial; for a hobby project it is waste. Details of the formation route are on the Swiss company formation page.

When a shelf company is the wrong tool

• Nothing is time-critical. If no contract, tender or licence date forces the pace, a new formation delivers the same company for a fraction of the money.
• You need a custom capital structure from day one. Multiple share classes, a capital band or foreign-currency capital are cheaper to design in a fresh formation than to retrofit into an existing shell.
• The purchase budget crowds out the business. Spending CHF 11'500 on the vehicle and starting undercapitalised inverts priorities — the company is a tool, not the project.
• You expect the licence to come with it. Regulated activity needs its own authorisation regardless of the entity's age; if licensing is the bottleneck, the shelf saves you little.
• A lender or partner insists on a clean-slate entity. Some counterparties prefer to see a company founded specifically for the venture; ask before you buy vintage.

If you are unsure which side of the line your project falls on, send the parameters — deadline, capital, planned activity — through the contact form: you receive the current inventory list and a plain recommendation, including "form new instead" where that is the better answer.