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Sell a shell company
Sell a shell company: present legal form, status and key facts seriously. businessmatch.ch brings enquiries but does not replace legal or tax review.
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Sell a shell company only with complete and verifiable disclosure
A dormant or shell company is not a shortcut around legal, tax or compliance review. The offer must state what the entity is, why operations stopped, which assets and liabilities remain and whether its records and obligations are fully up to date. Where a transaction is legally or commercially unsuitable, professional advice should be obtained before listing.
Describe the entity's real status
State legal form, incorporation date, registered office, former activity, capital, current activity and reason for dormancy. Avoid suggesting that age, name or registration alone creates guaranteed value.
Reconcile all assets and liabilities
Prepare current accounts, bank balances, tax status, social-security matters, contracts, claims, guarantees and shareholder balances. A buyer needs evidence that 'clean' means reviewed, not merely inactive.
Check corporate records and compliance
Organise resolutions, registers, filings, beneficial-owner information and any historic changes. Explain missing documents, late filings or unresolved obligations explicitly.
Use a transaction structure suited to the facts
Share transfer, liquidation or a different restructuring may have different consequences. Do not market the company as a ready-made solution for a buyer's planned activity without legal, tax and regulatory review.
Questions about selling a shell company
What does a clean shell company mean?
It should mean that records, taxes, filings, bank balances, liabilities and historic activity have been reviewed and disclosed. The phrase is not a substitute for evidence or buyer due diligence.
Can the buyer immediately use the entity for any business?
No. Purpose, licences, banking, compliance, tax and sector rules may require changes or approvals. The buyer must verify suitability for its intended activity.
Should a dormant company be liquidated instead?
That depends on its history, obligations, value and the parties' objectives. Compare the legal, tax, cost and risk implications with qualified advisers.
Which historic risks remain after a share sale?
The entity retains its history and liabilities. Undisclosed tax, contract, employment, compliance or litigation issues can remain relevant even if operations have stopped.