Legality & compliance
Legality and compliance: what Swiss law allows, and what we check
Buying a properly formed company is legal. Trading empty, over-indebted shells is not. Here are the rules in force and how we apply them. This page is general information, not legal advice.
1. The ban on trading empty shells (Art. 684a and 787a CO)
Since 1 January 2025, the transfer of shares in an AG (Art. 684a CO) or quotas in a GmbH (Art. 787a CO) is void if the company has no business activity, no realisable assets and is over-indebted, all three conditions at once. A single share can be caught; no change of control is needed. If the commercial register has a founded suspicion, it can require the latest signed (and audited, if applicable) accounts and refuse the entry (Art. 65a and 83 of the Commercial Register Ordinance).
Suspicion indicators include several registered facts (name, purpose, seat, board) changing at once, a domicile shared with a company whose entry was refused, or parties involved in an earlier refused transfer. A properly formed and capitalised shelf company is generally considered outside the ban; commentators still advise caution until register and court practice develops. We have found no published court decision on Art. 684a since 2025.
2. Stamp duty on economically liquidated companies
Under Art. 5 para. 2 let. b of the Federal Stamp Duty Act, transferring the majority of shares in a company that has been economically liquidated counts as a new formation. The Federal Administrative Court confirmed on 27 February 2026 (A-5128/2024) that no tax-avoidance intent is needed and that the base is at least the nominal capital; the rate is 1% above a CHF 1,000,000 exemption. For a shelf company with CHF 100,000 capital nothing is due; the risk concerns older companies with large capital. Withholding tax on a deemed liquidation and the loss of loss carry-forwards are further risks of buying an emptied company.
3. Anti-money laundering rules since 1 October 2026
The revised Anti-Money Laundering Act and its ordinance entered into force on 1 October 2026. Advisers who professionally form, manage or administer non-operating legal entities, or handle the purchase or sale of legal entities through such entities, are now subject to due-diligence duties: identification of the client and beneficial owner, clarification of the origin of funds, documentation, training and reporting of suspicions. Such advisers must join a FINMA-supervised self-regulatory organisation (SRO); those active on 1 October 2026 had until 1 December 2026 to apply.
What this means for you: formations, transfers, identification (KYC/AML) and domicile services offered through SwissShelf.ch are carried out by a qualified partner firm affiliated with an SRO, for which this work is core business. Every buyer and founder is identified, the beneficial-owner declaration is collected and the origin of funds is documented before signing. We do not offer anonymous ownership, nominee shareholders or “no-KYC” companies.
4. Federal transparency register
Since 1 October 2026, AGs, GmbHs, cooperatives and certain foreign entities with a Swiss nexus must report their beneficial owners to the federal transparency register, through EasyGov, and report every change. The register is not public; access is limited to authorities and AML-supervised intermediaries. Intentional breaches can be fined up to CHF 500,000. Each company sale therefore includes a transparency-register update, which is part of our all-in price.
5. Other limits we state clearly
- Resident representation: a GmbH or AG must be representable by a person resident in Switzerland (Art. 814 para. 3 and 718 para. 4 CO).
- Licences: a FINMA licence does not transfer with a company; new qualified participants and managers need prior approval.
- Bank accounts: introductions only; banks re-identify new owners and may refuse or close accounts.
- Foundations: they have no owners and cannot be sold.
- Tax: we never sell tax losses or promise a tax result; get individual tax advice.
Frequently asked questions
Is it legal to buy a shelf company in Switzerland?
Yes, buying a properly formed and capitalised company is a normal transfer. The law voids transfers of companies that have no activity, no realisable assets and are over-indebted.
Who carries out the work?
Formations, transfers, KYC/AML checks and domicile services are carried out by a qualified, SRO-affiliated partner firm; notarial acts by independent notaries.
Why do you need my identity documents?
Swiss anti-money-laundering rules in force since 1 October 2026 require the identification of buyers and beneficial owners and the clarification of the origin of funds. Notaries, registers and banks need the same.
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contact@swissshelf.ch
Geneva · Switzerland