What is Mantelhandel?
Mantelhandel refers to the transfer of shares in inactive or near-inactive corporate shells for resale. In Switzerland, this practice is heavily scrutinized because it may be used to bypass proper incorporation or transparency standards.
Key Features
- Involves existing legal entities with limited real activity
- Often discussed in the context of “shelf company” transactions
- Reviewed for legal and compliance legitimacy
- Can trigger commercial register and counterparty scrutiny
Practical Review Steps
- Verify the true operational history of the target entity
- Assess whether activity and transfer rationale are commercially sound
- Review liabilities, contracts, tax filings, and governance records
- Confirm transfer structure can pass compliance and registry checks
Tax and Compliance Implications
Transactions that resemble abusive shell trading may face rejection, delay, or deeper regulatory review. A robust legal and due-diligence process is essential before acquisition.