What Is a Shelf Company?
A shelf company (also known as a ready-made company) is a legal entity that has already been incorporated and registered in the Swiss Commercial Register (ZEFIX), but has not yet conducted any business activity.
Such companies already possess share capital, a legal structure, and often even a registered office in Zug, allowing new owners to begin operations immediately after purchase.
Entrepreneurs and investors frequently choose this route to save time and gain immediate market access without going through the entire company formation process.
However, many wonder: How long can you keep a shelf company “on ice” before it must be activated?
Duration of Inactivity
There is no fixed legal limit in Switzerland for how long a company may remain dormant.
As long as the entity fulfills its statutory obligations, a shelf company can remain inactive for years.
That said, each year of inactivity involves ongoing maintenance and administrative costs.
If you purchased your shelf company through RB Swiss Group, you’ll still need to ensure proper management and reporting to maintain good standing.
Annual Requirements
Even when inactive, the company must:
- Prepare and store annual financial statements, ideally managed through our accounting and reporting services,
- Maintain a valid Swiss registered office,
- Appoint at least one Swiss-resident director in line with Swiss corporate law,
- Pay annual administrative, compliance, and service fees.
Tax and Compliance
Dormant companies must continue to file tax returns declaring zero activity.
Failure to do so may result in fines or even deregistration.
Our specialists can assist with preparing and submitting such filings to keep your company compliant with Swiss regulations.
Bank Account Considerations
If your company already maintains a Swiss business bank account, note that banks perform regular compliance checks.
Prolonged inactivity can trigger documentation requests or account closure under AML regulations.
Recommended Duration for Dormancy
While a shelf company can technically remain inactive indefinitely, most experts recommend activating or selling it within 6 to 18 months.
This timeframe balances flexibility, cost-efficiency, and compliance.
After 12 to 18 months, review your registered address, director mandates, and accounting setup to ensure the company remains ready for use when business activity begins.
Advantages of Owning a Shelf Company
- Immediate operational readiness – no waiting for incorporation
- Established company history that enhances trust and credibility
- Simplified paperwork compared to a new setup
- Strategic flexibility for investors awaiting licenses, funding, or market timing
With professional administrative and accounting support, a shelf company remains a fast, secure solution for entering the Swiss market.
Risks of Extended Inactivity
If kept dormant for too long, you may face:
- Recurring administrative costs (address, director, accounting)
- Outdated corporate documentation
- Reduced credibility with banks or partners
- Possible deregistration due to non-compliance
Working with RB Swiss Group’s corporate maintenance team ensures that your entity remains in good standing and fully compliant at all times.
Best Practices for Managing a Dormant Company
- Keep shareholder and director information updated.
- Submit annual accounting and tax filings even when no transactions occur.
- Renew registered office and director services before expiry.
- Conduct an annual compliance review with your corporate service provider.
- Decide early whether to activate, sell, or dissolve the company to minimize costs.
Keeping a shelf company “on ice” can be a smart strategic move for investors or entrepreneurs preparing a market entry.
With proper compliance and transparent administration, your company will remain legally sound, financially ready, and instantly operational when the time is right.
Ready to Activate Your Shelf Company?
The experts at RB Swiss Group will guide you through every step — from compliance checks to activation and tax registration.
Contact us today to make your Swiss company fully operational within days.
📌 Contact RB Swiss Group
RB Swiss Group GmbH
Blegistrasse 7
CH - 6340 Baar
📞 Phone: +41 41 410 61 61
📧 Mail: info@rbswiss.com
🌐 Web: www.rbswiss.com