Are Swiss Shelf Companies Prohibited?
We’ve all heard the question, “Are Swiss Shelf Companies Prohibited?” The short answer is, ‘yes’, but read on…
Switzerland is known for its strong and stable economy, which makes it an attractive destination for investors and entrepreneurs looking to establish a business. In recent years, there has been a growing trend of purchasing “shelf companies” – companies that have already been registered and have a legal existence but have not yet been used for any commercial activities. However, in Switzerland, the sale of shelf companies is strictly prohibited by law.
The Swiss Commercial Register Act (Handelsregistergesetz) outlines the rules for the registration of companies in Switzerland. According to the Act, a company must be registered with the Commercial Register before it can commence commercial activities. The purpose of this registration is to ensure that the company is legally recognised and to provide transparency to the public about the company’s structure, management, and ownership.
While there is no explicit mention of shelf companies in the Commercial Register Act, the Swiss Federal Office of Justice (FOJ) has clarified that the sale of such companies is not permitted. In a press release issued in 2016, the FOJ stated that “the sale of shelf companies is not compatible with the principles of the Commercial Register Act and goes against the goal of ensuring the transparency of the company register.”
The FOJ also explained that the sale of shelf companies can lead to a number of legal and ethical issues. For example, it can allow individuals to hide their true identity and avoid the legal obligations that come with starting a new business. It can also facilitate money laundering and other criminal activities.
In addition to the legal and ethical concerns, the sale of shelf companies can also have negative economic consequences. By purchasing a pre-existing company, individuals can bypass the normal process of starting a new business, which can limit competition and hinder innovation.
Despite the prohibition on the sale of shelf companies, there are still individuals and companies that attempt to circumvent the law. The FOJ has warned that those who engage in such activities may face legal consequences, including fines and imprisonment.
In conclusion, the sale of shelf companies is strictly prohibited in Switzerland due to concerns about transparency, legal compliance, and economic competition. While it may be tempting for entrepreneurs and investors to take shortcuts, it is important to follow the proper legal procedures and to understand what you are buying when buying a Swiss “shelf company”. In fact, one must ensure that, indeed, it is not a “shelf company” by definition.
- Swiss Federal Office of Justice. (2016, June 17). Verkauf von Mantelgesellschaften ist unzulässig.
- Swiss Federal Council. (2018). Commercial Register Act (Handelsregistergesetz, HRegG).