Buying a Swiss shelf company: rules, prices and steps
A shelf company is a Swiss company that already exists and is registered, but that you take over instead of founding a new one. It can save you time and give you a company with some history. Since 2025, however, Swiss law sets clear limits on what can be sold. This guide explains what a shelf company is, why people buy one, what the rules are, what it typically costs, how the transfer works and which checks you should make before you sign.
What is a Swiss shelf company?
In practice, the term covers two different things. The first is a reserve company: a company set up in advance, with its capital paid in, that has never traded and has no debts. The second is a dormant company: a company that used to trade, has stopped its activity and is kept alive so it can be sold or reused.
Both can be a public limited company (SA, or AG in German) or a limited liability company (Sàrl, or GmbH). The legal form matters because the transfer rules and the minimum capital are not the same. A new SA needs a share capital of at least CHF 100,000, and a new Sàrl at least CHF 20,000, as set out in the Swiss Code of Obligations (art. 621 and art. 773 CO).
Why buy a ready-made company instead of founding one?
Buyers usually have one or more of these reasons:
- Speed. The company already exists in the commercial register. You change the owners, the officers and, if needed, the name, the seat and the purpose.
- Age. Some clients, landlords or partners give more weight to a company that was founded several years ago.
- Existing assets. A company may come with a VAT number or an existing bank account. These features usually raise the price.
Founding a company is not complicated either. If you want to compare both routes, read our guide on setting up a company in Switzerland, SA vs Sàrl.
What changed in 2025: art. 684a and 787a CO
Since 1 January 2025, the transfer of shares in an SA (art. 684a CO) or of capital contributions in a Sàrl (art. 787a CO) is void if the company, at the same time:
- no longer has any business activity,
- no longer has any realisable assets, and
- is over-indebted.
All three conditions must be met. The aim is to stop the trade in empty, indebted companies that were sold to avoid a proper liquidation. A reserve company without debts, or a dormant company that is not over-indebted, can still be sold.
The commercial register can also ask for the latest financial statements if it has doubts, and it can refuse to register the new officers. In other words, a seller who cannot show clean accounts may block your project. You will find more detail in our guide to the legal framework.
How much does a Swiss shelf company cost?
There is no official price. On DealPME, a shelf company generally sells for anything from a few hundred francs to around CHF 20,000. The price depends mainly on:
- the age of the company,
- its legal form (SA or Sàrl),
- whether it has a VAT number,
- whether it has a bank account that can be kept.
This is market information, not a rule. Add the costs of the transfer itself: drafting the contract, any notary fees, commercial register fees and, often, the fees of a fiduciary who checks the accounts.
Steps of the transfer
1. Agree on the terms
Agree on the price, what is included (bank account, VAT number, books) and who bears which costs. Ask for the documents before you pay anything.
2. Sign a written contract
For an SA, the shares are transferred by a written contract. The company then updates its share register.
For a Sàrl, the assignment of capital contributions must be in writing (art. 785 CO). Unless the articles of association say otherwise, it also needs the approval of the members' meeting (art. 786 CO).
3. Replace the officers
The former directors or managing officers resign and the new ones are appointed. The change is then filed with the commercial register. Remember that the company must still have a person domiciled in Switzerland who can represent it. Our article on the resident director and registered address explains this point.
4. Update the company details
If you change the name, the seat, the purpose or the address, the articles of association and the register entry must be updated. A new seat also means a new legal domicile.
5. Take over the bank relationship
If the company has a bank account, the bank will carry out its own checks on the new owners and signatories. Do not assume that the account will stay open automatically.
Checks to make before you buy
A shelf company is only as good as its past. Before you sign, ask for and review:
- a current extract from the commercial register,
- the latest annual accounts and, if possible, an interim balance sheet,
- the articles of association and the share register (SA) or the register of members (Sàrl),
- confirmation that there are no debts, open tax assessments or lawsuits,
- proof that the capital is still there, or an explanation of where it went,
- the status of the VAT number and the bank account, if they are part of the deal.
Ask the seller to give warranties in the contract that the company has no hidden liabilities. If something goes wrong after the transfer, these warranties are your main protection.
Tax points to check
Tax is the point most buyers overlook. If the company you take over is economically liquidated, meaning it has no activity and its assets have been turned into cash, the Swiss Federal Tax Administration (FTA) can treat the takeover as a liquidation. In that case:
- a 35% withholding tax may be due on the liquidation surplus,
- tax losses carried forward may no longer be usable.
This risk depends on the specific situation. Have it checked by a fiduciary or a tax adviser before you buy, and make sure the contract says who bears any tax that arises from the past.
If you later increase the capital, the issuance stamp duty may apply. The FTA sets it at 1% on Swiss participation rights, with an exemption threshold of CHF 1 million for a formation or a capital increase.
Shelf company or new company: which one is right for you?
A shelf company makes sense if age, an existing VAT number or an existing bank account really matters to your business. If not, a new company is often simpler. You start with clean books and no past to check. In both cases, plan for a Swiss resident representative, a legal address and a bank relationship from day one.
This article is general information. It does not replace legal or tax advice for your specific situation. DealPME is not a party to any contract, never collects the purchase price and does not give legal or tax advice.