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REGULATORY GUIDE

Buying an Existing Swiss Company: What You Need to Know

Understanding “shelf companies”, Mantelhandel rules, and when acquiring an existing Swiss AG or GmbH makes sense – versus when you should incorporate fresh.

  • Why “shelf companies” don’t exist as a legal category in Switzerland
  • Understanding Mantelhandel restrictions and commercial register scrutiny
  • When buying existing makes sense vs. when to form new
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THE REALITY

Do “shelf companies” exist in Switzerland?

Short answer: No.

Unlike some jurisdictions, Switzerland does not have a legal concept of “shelf companies” or “ready-made companies” as a distinct category. What the market calls a “shelf company” is simply an existing AG or GmbH whose shares are being sold.

The practice of keeping companies inactive purely for later resale (Mantelhandel) has been heavily restricted since the 2025 amendments to the Code of Obligations. Swiss authorities now view the trading of shell companies as potentially abusive when used to circumvent proper formation procedures or conceal the true economic situation of a business.

LEGAL FRAMEWORK

Understanding the legal framework

Mantelhandel refers to the transfer of shares in companies that:

What qualifies as Mantelhandel

  • Have no real business activity
  • Possess no significant assets
  • Are maintained purely for resale to third parties who want to avoid the incorporation process

Key restrictions now in place

  • Prohibition on over-indebted shells – Transferring companies without realizable assets or that are over-indebted is now explicitly prohibited; such entities must be liquidated rather than sold
  • Commercial register scrutiny – Registrars can request financial statements, asset confirmations, or refuse changes that appear designed to obscure the company’s history
  • Beneficial ownership disclosure – Any acquisition of 25%+ shares requires UBO declaration within 30 days; anonymity is not legally available
LEGITIMATE SCENARIOS

Legitimate scenarios for acquiring a Swiss company

  • Asset or business acquisitions

    Buying a company that holds valuable contracts, licenses, intellectual property, or ongoing operations you wish to continue seamlessly.

  • Continuity requirements

    When you need the company’s history for specific regulatory purposes (e.g., certain financial licenses that require a track record).

  • Tax or restructuring purposes

    Part of a legitimate group restructuring where the Swiss entity has actual substance and assets.

Not appropriate for:

  • Simply avoiding the 2–4 week incorporation timeline
  • Concealing the identity of true owners (UBO rules prevent this)
  • Creating artificial “aged” companies for credibility without substance
RISK FACTORS

What Can Go Wrong

  • Hidden liabilities

    Even “dormant” companies may have tax debts, social security obligations, or contingent liabilities not visible in initial checks. Due diligence is essential but often insufficient for inactive shells.

  • Banking complications

    Claims of “bank account included” are misleading. Banks must re-KYC new owners and often freeze or close accounts when they detect shell company patterns. You may end up needing to open a new account anyway, defeating the time-saving purpose.

  • Commercial register refusal

    Attempting to change the company name, purpose, address, and board immediately after purchase frequently triggers scrutiny. The registrar may refuse changes, request audits, or delay registration.

  • Reputational risk

    Banks, partners, and authorities increasingly view shell company acquisitions as red flags. This can complicate business relationships beyond the initial setup.

COMPARISON

Why New Incorporation Is Usually the Better Path

New Formation

  • Timeline

    2–4 weeks

  • Legal clarity

    Clean slate, no hidden history

  • Banking

    Straightforward KYC

  • Cost

    Predictable

  • Flexibility

    Design structure from start

  • Compliance

    Full transparency

Buying Existing

  • Timeline

    1–3+ weeks (plus due diligence risks)

  • Legal clarity

    Risk of undisclosed liabilities

  • Banking

    Account often frozen/closed, must reapply

  • Cost

    Higher due diligence and legal costs

  • Flexibility

    Limited by existing statutes/history

  • Compliance

    Potential Mantelhandel scrutiny

Verdict: Unless you have a specific strategic reason to acquire an existing business or asset-holding company, new formation is faster, safer, and more cost-effective in today’s Swiss regulatory environment.

PROPER PROCESS

How to do it properly (when it’s appropriate)

  • Pre-transaction review

    Assess whether the company has real assets, business activity, or strategic value that justifies acquisition over new formation.

  • Comprehensive due diligence

    • • Financial statements and tax clearance certificates
    • • Commercial register history and SHAB notices
    • • Outstanding contracts, litigation, or regulatory issues
    • • Bank account status and relationship quality

  • Legal structuring

    • • Share purchase agreement with strong warranties and indemnities
    • • Clear allocation of pre- and post-acquisition liabilities
    • • Assessment of what changes the commercial register will accept

  • Proper transition

    • • Notarial execution where required
    • • UBO registration within statutory deadlines
    • • Careful management of bank relationships
    • • Accounting handover
OUR EXPERTISE

Expert guidance on Swiss company structures

  • Assessing an acquisition

    Reviewing whether a potential purchase complies with Mantelhandel rules and is structurally sound.

  • New formation

    Incorporating a fresh AG or GmbH with proper governance from day one.

  • Restructuring

    Moving from a purchased entity to a properly structured operation, or vice versa.

  • Compliance audit

    Reviewing existing Swiss entities for regulatory risks.

Our approach: We advise based on your actual business needs and legal reality, not quick fixes that create long-term problems.

FAQ

Frequently Asked Questions

Can I buy a “clean” Swiss shelf company with no history?
Conceptually, “clean” inactive companies with no business purpose are exactly what Mantelhandel rules target. Truly inactive shells are increasingly difficult to transfer legally and may be refused by commercial registers.
How long does it really take to buy vs. form new?
A proper acquisition with due diligence, notary, and register filings typically takes 1–3+ weeks – comparable to or longer than new formation, plus ongoing risks. New formation is usually 2–4 weeks with full transparency.
Will I inherit the bank account?
No. Banks treat share transfers as new relationships and conduct full due diligence. The account may be frozen or closed. Expect to undergo standard onboarding regardless.
Can I change everything (name, purpose, board) after buying?
Extensive changes immediately after acquisition often trigger commercial register scrutiny and may be refused. New formation allows you to design the company correctly from the start.
Is there any anonymity benefit to buying an existing company?
No. Swiss law requires disclosure of ultimate beneficial owners (UBOs) for any 25%+ acquisition. The commercial register does not provide anonymity for shareholders.
NEXT STEPS

Need clarity on your Swiss company options?

Before deciding whether to buy an existing company or form new, talk to us. We’ll assess your specific situation, explain the regulatory landscape, and recommend the safest, most efficient path forward.

Book a Shelf Company Call Enquire About Shelf Companies