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Swiss Shelf Companies
Updated on Thursday 31st March 2022 Rate this article
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One interesting way of investing in Switzerland is by purchasing a shelf or ready made company. A shelf company in Switzerland refers to a type of legal entity that is available for purchase. The respective company may have just been incorporated for the purpose of being sold or, up to a specific point in time, it may have had various commercial activities. Due its state of inactivity, as well as the fact that it is ready for purchase, it is referred to as a "shelf" company. Our team of company formation representatives in Switzerland can offer more details on the costs related to the purchase of a Swiss shelf company.
| Quick Facts | |
|---|---|
| Legal entities available for shelf company | Private limited liability companies, public limited liability companies |
| Time required for purchasing the company | 2 - 3 days |
| Types of features it includes (corporate bank account, VAT number, etc) | Legal name and address, statutory documents, local director, tax identification number, bank account |
| The advantages of a shelf company | Quick purchase, possibility of starting operating after making the amendments, access to financing from Swiss banks |
| Appointing new directors (yes/no) | YES |
| Capital increase allowed (yes/no) | YES |
| Certificate of no commercial activities (yes/no) | NO |
| Modify the objects of activity (yes/no) | YES |
| Participants in the purchase procedure | Seller and buyer (local agent can also be used for representation) |
| The cost of buying a shelf company | The price depends on the legal entity, age and other features |
The main legal entities sold as shelf companies in Switzerland
Shelf companies must be sold under the same conditions as new companies, which means they will immediately comply with the Swiss Company Act's regulations. The private limited liability company (GmbH) and the stock corporation (AG) are the two most prevalent types of ready-made companies.
Swiss shelf companies registered as private companies can be utilized to create businesses in various areas, including retail and e-commerce, information technology, innovation, and manufacturing.
If you are interested in the acquisition of a ready-made company in Switzerland, our local consultants can help you acquire the desired business form.
The main uses of a ready-made company in Switzerland
A shelf company can be used for various activities, including starting an enterprise in a specific industry, but it can also be used for others, such as:
- it can be used to incorporate a company's history from another country while conducting business in Switzerland;
- it can be used to secure loans from Swiss banks (most banks will evaluate a company's actions, and a good track record is advantageous);
- it can be utilized to form partnerships with other Swiss companies, but also with governmental agencies;
- it is one of the most common ways to enter into joint venture agreements with other Swiss companies;
- it can also be acquired by foreign companies seeking to create subsidiaries in Switzerland, however, this option is rarely met.
Our Swiss company formation agents can offer more information on the uses of a turnkey company.
Documents you will receive when buying a Swiss ready-made business
Investors looking to purchase Swiss shelf companies will receive them with the following:
- - Memorandum and Articles of Association;
- - Certificate of Incorporation;
- - tax identification number (in certain cases, VAT number).
The only aspect to consider will be signing the transfer deed. The procedure can be overseen by our agents.
Even if buying a shelf company seems easier, you should note that purchasing such a solution is often more expensive, making the incorporation of a new company a more cost-friendly option.
If you want to start a business in Switzerland, we invite you to discuss with our consultants on your alternatives.
Making amendments in a shelf company’s paperwork
There are numerous amendments that can be made to a shelf corporation. Foreign investors who want to buy a ready-made company rather than creating a new Swiss company should be aware that they can change the company's trade name, appoint new directors, and even change the legal address. The change of the shareholder's name and revisions to the company's Articles of Association are both required. In addition, all modifications must be submitted to the Swiss Company Register.
The new owner can also change the share capital of the shelf company. In order for the company to be used in the activities intended by the new owner, the share capital usually has to be increased. However, we mention that under the Swiss Company Law, both GmbH and AG entities must meet special share capital requirements that will be reflected in the acquisition costs.
In certain situations, the company may also require a specific business license. You can obtain more information on this aspect from our company registration officers in Switzerland.
More details on the Swiss shelf company are available in the video below:
Advantages of a shelf company in Switzerland
This type of Swiss company can be sold to an entrepreneur or to another company, interested in investing on the business market available in Switzerland. Investors interested in opening a company in Switzerland must know that the main advantage of a shelf company refers to the fact that it will save the time which normally would have been allocated to the incorporation procedures.
There are many investors who want to start their Swiss businesses in a fast and easy manner, while avoiding the bureaucratic paperwork, normally associated with the procedure of company formation in Switzerland (this is also applicable for most of the European jurisdictions).
Businessmen who want to open a shelf company (referred to as a ready-made company) will need to sign a sale/purchase contract, which will register the transfer of the shelf company's shares to the new buyer. The contract will state the change on the company’s ownership and our team of agents in company formation in Switzerland can provide legal advice on the main provisions that should be included in this document, following the applicable legislation.
Shelf companies can take the form of GmbH or SA in Switzerland.
Why purchase a shelf company in Switzerland?
Entrepreneurs interested in the procedure of company registration in Switzerland will have a set of benefits, if they choose to purchase a shelf company:
- • the transaction can be performed in 1-2 days;
- • since the company will already be registered, it will also have longevity and this can provide better businesss opportunities to potential clients or investors.
- • the investors will be able to change the company’s business operations, as well as its trading name, to better represent the business interests of the new owners.
There are various types of shelf companies, each with different characteristics, which can be bought in Switzerland. It is necessary to know that most of the offers will provide limited liability companies, which is one of the most popular types of legal entities incorporated in this country.
Before purchasing the respective company, the investor should first verify if the shelf company is sold in good faith and that it doesn’t have any hidden liabilities. In this sense, it is recommended to perform the company due diligence procedures.
When transferring the shares, the buyer must provide the required documents and write the new amendments in the statutory documents of the legal entity.
There are several aspects the buyer can change in regard to the company, such as its name, address, general board, objective, object of activity and all these must be registered with the Commercial Register of Switzerland.
Taxation of shelf companies in Switzerland
There is no difference between the taxes paid a newly-registered entity and one purchased off a shelf, since registration with the Swiss tax authorities is mandatory. Here are the main aspects to consider:
- - the federal income tax rate is applied at a flat rate of 8.5%;
- - cantonal and municipal taxes must also be considered, and these start at 11.34% in Lucerne;
- - the VAT is set at 8% in Switzerland.
For more information regarding shelf companies in Switzerland, please contact our company formation consultants in Switzerland, who can offer professional assistance during the purchase procedures. You can rely on our team for other services. For example, we can offer information on how to use the EORI in Switzerland for foreign businesses trading goods here and we can also offer complete accounting services. In case you need an accountant in Switzerland, please contact us.
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Call us now at +41 76 328 90 50 to set up an appointment with our experts in Zug, Switzerland. As our client, you will beneficiate from the expertise of our local consultants for opening a company in Switzerland.
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Being a member of BridgeWest legal network, I had the pleasure to work with colleagues at CompanyFormationSwitzerland.com. They handled successfully numerous company formation cases for my clients interested in starting businesses in Switzerland.
Mihai Cuc, Partner of MHC Law Firm