Swiss law tightens shell-company transfers

Two reforms have changed how shell companies (Firmenmäntel) may be dealt with in Switzerland: the end of retroactive audit opting-out, and a clear prohibition on transferring over-indebted shell entities. Both reward buyers and sellers who do their due diligence — and punish those who do not.

No more retroactive opting-out

Smaller companies can waive the statutory audit ("opting-out"). What is no longer possible is doing so retroactively. Under the revised Art. 727 et seq. of the Code of Obligations, in force since 1 January 2023, an opting-out decision applies only to future financial years and must be adopted in good time by the shareholders' or members' meeting. A company that has not opted out correctly cannot fix the position after the fact.

Stricter rules on shell-company transactions

The Federal Act on Combating Abusive Bankruptcies introduced tighter oversight of shell-entity transfers, amending several statutes at once: the Code of Obligations, the Debt Enforcement and Bankruptcy Act, the Criminal Code and the Federal Direct Tax Act. The central change: the new Art. 684a CO prohibits transferring shares in an over-indebted, inactive company that has no realisable assets. Commercial registers gained the power to ask for audited financial statements where a transaction looks suspicious.

What it means for shelf-company deals

The legitimate market is unaffected: a clean, solvent shelf company with real substance can still be acquired and put to work quickly. The reforms target the abusive end (selling a hollow, indebted shell to move liabilities or frustrate creditors) where civil and criminal consequences now follow. The practical takeaway is simple: before acquiring or selling any ready-made entity, check its balance sheet, its audit position and its history. Where speed matters, a properly maintained shelf company bought with proper diligence remains the fastest compliant route into a Swiss corporate structure. Enforcement is likely to intensify as the authorities apply these provisions.