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Buy a pre-incorporated, dormant German GmbH or Swiss AG with existing Handelsregister entry. Trade immediately — no formation wait, established company age, clean history certified in writing.
A shelf company (Vorratsgesellschaft) is a legally incorporated, fully registered entity held dormant — never traded, never accrued liabilities — available for immediate ownership transfer. The BGH distinguishes a Vorratsgesellschaft (never traded — what we sell) from a Mantelgesellschaft (formerly active, now empty — higher risk). German shelf GmbHs are sourced on demand from our partner network; Swiss AGs are available from live inventory through our Zug sister entity.
| Factor | Shelf Company | New GmbH Formation |
|---|---|---|
| Timeline to operate | 1 day (Swiss AG) / 1–5 days (DE) | 3–6 weeks |
| HRB number | Day 1 | Week 3–6 |
| Company age | Established date | Brand new |
| Setup cost | €28,500–€29,500 (DE GmbH) | €1,500–€3,000 fees + €25K capital |
| §21 AufenthG visa | Yes (German GmbH) / No (Swiss AG) | Yes |
Step by step, handled for you.
Browse Inventory
Swiss AG live inventory — 29 entities across 13 cantons. German GmbH sourced on demand — curated shortlist within 5–10 business days.
Due Diligence Package
Interim balance sheet (≤30 days), debt-free confirmation, Handelsregister excerpt, tax-clearance letter, zero-activity representation.
Share Transfer
Notarised share transfer (GmbHG §15 Abs. 3 for German GmbH). Swiss AG: notarial endorsement. Old directors formally discharged.
Director Registration
New management registered in Handelsregister. BGH II ZR 154/04 economic new formation disclosure filed.
Name + Articles Update
Optional name change and articles amendment — separate notarial act, typically 1–2 additional weeks.
Operational Handover
Bank account, tax registration, accounting handover. Transparenzregister updated with new UBO.
The BGH Economic New Formation Rule — Mandatory Reading
BGH II ZR 154/04 established that activating a shelf company is treated as a new incorporation event for capital protection purposes. Three consequences every buyer must understand:
We exclusively offer Vorratsgesellschaften — entities that have never conducted operational business since founding. We do not sell Mantelgesellschaften.
- →Handelsregister re-disclosure required at first substantial commercial activity
- →Capital must be undepleted — full originally paid-in share capital must be present at reactivation
- →Unterbilanzhaftung — directors personally liable for any shortfall between registered capital and actual net assets
- →Insist on: interim balance sheet ≤30 days old, seller indemnity, zero-activity representation, tax-clearance letter
Swiss AG vs German GmbH Shelf — Decision Guide
| Question | Swiss AG Shelf | German GmbH Shelf |
|---|---|---|
| Primary banking? | International/Swiss | Germany/EU required |
| §21 AufenthG visa? | NO — does not qualify | YES — satisfies requirement |
| German VAT needed? | Swiss MWST or OSS | USt-IdNr reactivatable in days |
| Live inventory? | YES — 29 entities | On demand — 5–10 business days |
| Price range | CHF 17,000–69,900 | €28,500–€29,500 |
Acquiring a Shelf Company — 5 Steps
Browse Inventory
Review clean dormant companies with no history
1 dayAML & KYC Checks
UBO verification and compliance clearance
1–2 daysNotarial Share Transfer
Ownership deed authenticated by notary
1 dayHandelsregister Update
New shareholders and directors registered
1–2 weeksImmediately Operational
Company can trade under existing registration
ActiveBrowse Inventory
Review clean dormant companies with no history
1 dayAML & KYC Checks
UBO verification and compliance clearance
1–2 daysNotarial Share Transfer
Ownership deed authenticated by notary
1 dayHandelsregister Update
New shareholders and directors registered
1–2 weeksImmediately Operational
Company can trade under existing registration
ActiveCommon questions.
What types of shelf companies are available?
Swiss AG live inventory (29 entities) through our Zug sister entity. German shelf GmbHs sourced on demand from our partner network within 5–10 business days. We do not maintain live German inventory but source curated, clean entities quickly.
What does "clean history" mean?
The company has never traded, has no liabilities, no employees, no contracts, and no tax filings beyond initial registration. We confirm this with an interim balance sheet (≤30 days), a debt-free confirmation, and a zero-activity representation.
What is the BGH economic new formation rule?
BGH II ZR 154/04 established that activating a shelf company is treated as a new incorporation event — capital must be undepleted, directors must make a re-disclosure to the Handelsregister, and directors/shareholders face personal liability (Unterbilanzhaftung) for any capital shortfall at reactivation.
Can I use a Swiss AG shelf for a German visa?
No. The §21 AufenthG self-employment visa requires a German legal entity. A Swiss AG does not satisfy German immigration requirements. We source German GmbH shelf companies on demand for visa applicants.
Why buy a shelf instead of forming a new GmbH?
Key reasons: immediate operability (no 3–6 week wait), established company age (important for bank accounts, contracts, tenders). If you have 4–6 weeks, a new GmbH formation saves €10,000–€25,000 compared to a shelf.
Can the shelf company name be changed?
Yes. A name change requires a notarial resolution and Handelsregister amendment — typically 1–2 additional weeks. We handle the process including the BGH re-disclosure requirement.
What due diligence should I perform before buying a shelf GmbH?
Essential checks: current Handelsregister extract (confirm no pending proceedings), interim balance sheet dated within 30 days (confirm zero assets and liabilities), written confirmation from the seller of no outstanding contracts or obligations, ELSTER confirmation of no tax filings or assessments, and a BZSt certificate that no VAT number is active. We provide this checklist as standard in our shelf acquisition process.
How much does a German shelf GmbH cost?
Shelf GmbHs are priced at a premium over formation cost. Typical market price: €5,000–€15,000 depending on company age, registration state, and whether a premium company name is included. Add notary transfer costs (approximately €500–€900) and Handelsregister amendment fees. Compare to new formation total cost of approximately €1,500–€2,500 — the premium is for speed and established age.
What is Unterbilanzhaftung and does it apply when acquiring a shelf GmbH?
Yes. Under BGH II ZR 154/04, activating a shelf GmbH is treated as a new formation event. If the company net assets at reactivation are below the stated share capital (because prior fees have reduced equity), directors and shareholders face personal liability for the shortfall (Unterbilanzhaftung). Always confirm the interim balance sheet is dated within 30 days of reactivation and shows undepleted capital.
Does acquiring a shelf GmbH avoid the notarisation requirement?
No. Activating a shelf requires a notarised act: appointment of new director(s), any address change, and Handelsregister re-disclosure under the BGH doctrine. The notary cost is comparable to a new formation. The advantage of a shelf is speed (the HRB number already exists) and established company age — not bypassing the notarisation step.
Your ready-made German company, available now.
View our current Swiss AG inventory or speak to us about a custom-sourced German GmbH shelf.
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