What Is a Shelf Company? Swiss AG and GmbH Explained
A shelf company is a properly formed Swiss AG or GmbH kept dormant for sale. How it differs from a shell, what it costs and when buying beats forming.
A shelf company is a company that was properly incorporated, entered in the commercial register and then kept dormant, "on the shelf", until a buyer takes it over. In Switzerland, the term almost always means a GmbH (Sàrl, limited liability company) or an AG (SA, company limited by shares). In German-speaking Switzerland the same thing is called a Vorratsgesellschaft, and in everyday Swiss usage often a Mantel.
This guide explains what you actually buy, how it differs from a "shell", what it costs and when buying is faster than forming a new company.
What you get when you buy a Swiss shelf company
A clean shelf company has:
- an entry in the commercial register, with a UID number you can check on Zefix,
- its share capital paid in and intact: at least CHF 20,000 for a GmbH, and CHF 100,000 nominal capital for an AG, of which at least CHF 50,000 must be paid in (Art. 621 and 632 CO),
- articles of association, a registered office and an incorporation date,
- no trading history: no contracts, no employees, no business debts.
The capital is not a fee. It stays in the company as its equity and becomes yours with the shares. What you pay the seller on top is a premium for the formation work, the holding period and the transfer.
What a shelf company does not give you: credit history, references, licences or a track record. An older incorporation date only proves that the legal entity has existed since then.
Shelf company vs shell company: the difference that matters
The words sound alike, but Swiss law treats them very differently.
A shelf company was formed to be sold and was never active. Its only asset is its capital.
A shell in the problematic sense is a company that stopped trading and lost its assets. Since 1 January 2025, transferring shares of an AG or quotas of a GmbH is void when the company has no business activity, no realisable assets and is over-indebted (Art. 684a CO for the AG, Art. 787a CO for the GmbH). Commercial registers can ask for signed annual accounts and refuse the entry when they suspect such a transfer.
A properly capitalised shelf company does not meet these conditions. That is why every company we offer comes with signed accounts showing intact capital. Read more in our page on legality and compliance.
Why buy instead of forming a new company?
Time. A new GmbH typically takes 3 to 6 weeks and a new AG 3 to 4 weeks, according to Swiss comparison portals. With a shelf company, the entity and its register entry already exist; only the transfer remains.
The capital deposit account. To form a new company, you first need a bank to open a capital deposit account. Many banks open one only for existing clients, which can be a real obstacle for foreign founders. In a shelf company, the capital is already paid in.
Predictability. You know the name, canton, incorporation year and capital before you commit, and you can change name, purpose and registered office at the transfer.
When forming is better. If time is not critical, forming a new company is much cheaper: online providers form a GmbH for a few hundred francs plus fees. We offer both routes side by side; see form or buy.
How much does a Swiss shelf company cost?
Prices on the market are asking prices, and many sellers write "on request". Three elements make up the real cost:
| Element | What it is | Is it yours afterwards? |
|---|---|---|
| Paid-in capital | CHF 20,000 (GmbH) or at least CHF 50,000 (AG) | Yes, it stays in the company |
| Premium | The seller's price for formation, holding and transfer | No |
| Fees | Notary (if required) and commercial register | No |
At SwissShelf.ch, a shelf GmbH starts at CHF 5,900 and a shelf AG at CHF 9,900, all-in for the standard case, capital excluded. See the full price list and calculator.
How the transfer works
- Choose and reserve a company, or tell us your criteria (form, canton, year).
- Identification: Swiss anti-money-laundering rules require identifying the buyer and the beneficial owner. Since 1 October 2026, beneficial owners are also recorded in the federal transparency register.
- Due diligence: you receive the register extract, articles, signed accounts and a debt-enforcement extract before you sign.
- Transfer: for an AG, the shares are assigned and the share register updated; for a GmbH, a written quota transfer agreement is signed and filed with the register, where GmbH members are publicly listed.
- Changes: new board or managing directors, and if you wish new name, purpose or seat.
Swiss law requires that a GmbH or AG can be represented by at least one person resident in Switzerland (Art. 814 para. 3 and Art. 718 para. 4 CO). If you have no one, we explain the options.
Is a shelf company right for you?
A shelf company makes sense when you need a Swiss entity quickly, for a contract, a tender or an investment, and want certainty about its structure from day one. It does not replace a bank's own checks: a business account is always opened at the bank's discretion.
Want to see what is available? Tell us what you need and we reply within two business hours.