Buying a GmbH shell: What you absolutely need to consider in Switzerland

What is a GmbH shell? 

A GmbH shell is a limited liability company (GmbH) that no longer carries out any business activities but is still registered in the commercial register. As a rule, it has no employees, no active business model and no ongoing contracts – but it continues to exist formally from a legal perspective.

In a corporate context, it is referred to as a “shell” because the company exists only as a legal wrapper. In theory, this can be taken over and reactivated by third parties.
Characteristic features of a GmbH shell:

• Entry in the commercial register remains in place
• No operative activity or revenues
• Possibly an existing bank account or UID number
• Legal structure (e.g. articles of association, registered office) exists
• Partly legacy issues not visible to the public (e.g. receivables, obligations)

A GmbH shell clearly differs from liquidated or deleted companies – as it still exists legally and can, in principle, be transferred.

Reasons for buying a GmbH shell

From the perspective of some companies or founders, buying a GmbH shell may seem advantageous at first glance. Especially when time-critical projects are pending or the administrative effort is to be kept low, the acquisition of an already existing company appears to be a pragmatic solution. In practice, three considerations in particular play a role:

Time advantage with commercial register and bank account

Setting up a new GmbH in Switzerland requires several individual steps – including opening a capital deposit account, notarisation, registration in the commercial register and activation of a business account. Depending on the canton, choice of bank and internal organisation, this can take several weeks.
An existing GmbH shell, on the other hand, is immediately registered in the commercial register and ideally already has:

• a valid company identification number (UID),
• an opened bank account,
• an active AHV number,
• as well as existing insurance connections (e.g. UVG or BVG).

For companies that need to be able to act quickly – for example to participate in a tender or when starting a project with tight deadlines – this time gain may appear attractive.

Existing structures as a signal of trust

Some buyers associate a certain level of credibility with an older commercial register entry. A company that has formally existed for several years can – regardless of its actual business activity – make a more stable impression on business partners, landlords or banks.
Typical expectations associated with the age of the company:

• Existing creditworthiness entries (e.g. with leasing companies)
• “Maturity” compared to newly founded companies
• Immediate ability to do business with a formal history

This perception is based on external characteristics and should not be confused with actual creditworthiness or reliability. The substance of a shell company is often not transparent – but this aspect is examined in more detail in a later section.

Capital contribution in the case of a GmbH shell: what buyers need to know

One frequently cited reason for buying is the assumption that the capital contribution of CHF 20,000 required when setting up a GmbH can be saved. In fact, the share capital was already paid in when the shell company was founded – but whether this capital is still available cannot be verified from the outside.
Important considerations:

• The share capital does not have to be paid in again – unless the tax authority or the commercial register requests a confirmation.
• If the share capital has been used up or withdrawn, there is economically no difference to a new incorporation.
• If capital is missing, the tax authorities may make backdated demands, e.g. to ensure capital coverage.
• Such an advantage is therefore not guaranteed – but depends heavily on the condition and accounting of the shell company.

GmbH shell or new incorporation – which makes more sense?

Whether buying a GmbH shell is worthwhile compared to a new incorporation depends heavily on the individual case – in particular on time pressure, the intended use and the legal condition of the target company. While buying a shell may appear to be a time-saving solution at first glance, a new incorporation offers clear structural advantages.
The following overview shows key differences:

In practice, a new incorporation often proves to be the safer option – especially for founders who need legal certainty and long-term planning security. A shell acquisition, on the other hand, should always be assessed on a case-by-case basis and accompanied by professionals.

Legal risks when buying a GmbH shell

The acquisition of a GmbH shell is not prohibited per se in Switzerland, but it is in a legally sensitive area. In several rulings, the Federal Supreme Court has held that the so-called shell trade can violate the statutory obligation to delete an inactive company. There are also uncertainties regarding registration in the commercial register and legal recognition of the acquired structure.

Federal Supreme Court assessment and obligation to delete

If a GmbH is no longer actively operated for an extended period of time, the Swiss Code of Obligations basically provides that it must be liquidated and deleted from the commercial register. The resale of such a company contradicts this principle.

The Swiss Federal Supreme Court considers shell trading to be a void legal transaction in certain cases, as it represents an evasion of the incorporation rules. Anyone who acquires a GmbH that exists solely as a legal shell therefore runs the risk that this transaction will not be legally recognised or will have to be unwound.

Since 1 January 2025, this case law has also been anchored in the Swiss Code of Obligations: Articles 684a and 787a CO make it clear that circumvention transactions in connection with shell companies are explicitly deemed void. This means that previous Federal Supreme Court practice has been codified in law and further tightened.

Commercial register entry at risk in the event of changes

In practice this means: If, after the purchase of a GmbH shell, a change in the commercial register is requested – for example with regard to the company name, registered office or corporate purpose – the competent commercial register office may refuse the entry if there is suspicion of shell trading.
The register authorities react particularly sensitively in the following cases:

• Transfer of registered office to another canton
• Change of purpose to a different line of business
• Replacement of all shareholders and managing directors

In such cases, the register authority may require a capital confirmation or additional evidence – or block the entry completely.

Unclear ownership structure and incorporation defects

Another legal uncertainty concerns the incorporation documents and ownership structure of the company. In the case of older GmbHs, it may be that documents are missing, incomplete or no longer meet current legal requirements. The seamless documentation of share transfers is also not always guaranteed.

Such defects can lead, among other things, to the following problems:

• Delays in registration in the commercial register
• Disputes over the internal allocation of rights
• Lack of legal certainty vis-à-vis third parties (e.g. banks, landlords)

Careful legal due diligence before purchase is therefore indispensable. This is the only way to ensure that structural or formal defects do not lead to complications at a later date.

Tax consequences of a shell acquisition

In addition to legal risks, the purchase of a GmbH shell company also has tax implications. From the perspective of the tax authorities, a shell purchase is not the continuation of an existing business, but an economic new incorporation. This has direct effects on loss carryforwards, capital contributions and possible tax consequences.

Tax qualification as new incorporation

If a GmbH without existing business activity is acquired and continued with a new purpose, the tax authorities generally qualify this as an economic new incorporation. In this case, the original company is not continued, but a new tax-liable entity is created – irrespective of whether the legal shell remains in place.

Consequences of this qualification:

• The company loses the tax status of its previous business activity.
• A new tax liability begins at the time of the actual resumption of business operations.
• The tax administration may request documents and evidence that a regular business exists (e.g. lease agreement, business account, staff arrangements).

This assessment applies uniformly at both cantonal and federal level and is established in administrative practice.

Expiry of loss carryforwards

A widespread misconception is the assumption that existing loss carryforwards of the company can be used when buying a GmbH shell. In fact, this is excluded as soon as the shell is regarded as a new incorporation for tax purposes.
Specifically, this means:

1. Loss carryforwards from previous years cannot be taken over or offset for tax purposes.
2. The acquired company starts a new tax loss period.
3. Even if old accounts have been maintained, earlier losses are no longer relevant from the perspective of the tax authorities.

This eliminates a potential financial advantage that some buyers expect.

Risk of withholding tax on contributions

If new capital is injected into an acquired shell company without this being correctly reflected in the accounts and reported, the Federal Tax Administration (FTA) may regard it as a monetary benefit. In such cases, a hidden capital contribution may be subject to withholding tax of 35%.
Typical risks:

• Lack of declaration of new contributions in the case of an economic new incorporation
• Incorrect bookkeeping after takeover
• Unclear origin of the contributed capital

Precise coordination with the fiduciary and seamless documentation are essential in order to avoid later tax disadvantages.

Financial uncertainties when buying

The purchase of a GmbH shell company may appear straightforward and inexpensive at first glance – especially if the company no longer has any business activity. But this is precisely where the risk lies: what looks inactive can still be legally and financially effective in the background. Without full insight into the accounts, legacy issues are difficult to identify.

Hidden debts and legacy obligations

Financial obligations from previous financial years are particularly often underestimated. Even if operations have ceased, there may still be outstanding invoices, tax claims or arrears in contributions to social insurances. These items are not visible from the outside, as they do not appear in the commercial register or in public registers. In practice, such liabilities often only come to light after the change of ownership – but then fully at the expense of the new management.

Claims of former shareholders

Another risk arises from so-called receivables due from shareholders. These are usually internal loans that shareholders have previously granted to the company. These claims remain in place even after the sale of the GmbH and can be reclaimed by the original owner. Such internal bookings are not publicly accessible and are not always disclosed during the purchase process – making later disputes more likely.

Liability and limitation periods

In addition: claims do not become time-barred in the short term. In Switzerland, a limitation period of ten years generally applies if no special statutory provisions intervene. This means that creditor claims can still be asserted long after the acquisition – even if they were not originally known. The new owner is liable for such legacy obligations with all of the company’s assets – regardless of whether the claims were documented in a transparent manner or not.
Anyone taking over a GmbH shell must be aware: the apparent simplicity of the transaction can have financial consequences that only become visible with a delay. Without careful preliminary review by external experts, this risk can hardly be reliably assessed.

Costs when buying a GmbH shell company

At first glance, taking over a GmbH shell often appears cheaper than a new incorporation. However, in addition to the purchase price, further costs arise – both one-off costs in the context of the transaction and ongoing costs for adapting and securing the company.
A realistic cost framework may look as follows:

There are also optional but frequently recommended services such as adjusting the articles of association, redefining the corporate purpose or relocating the registered office. These measures not only incur additional fees, but also require extra time and coordination with authorities and fiduciaries.
Particularly important is the professional review of the company prior to purchase. Even incomplete documentation or an overlooked accounting transaction can later lead to considerable consequential costs – far exceeding the original purchase price.