If you run a staffing business and are considering expanding into Switzerland, you’ve probably come across offers to buy a shelf company.

On the surface, it sounds ideal: a company already registered, ready to go, and quick to transfer. But for the staffing industry and particularly in bodyleasing there’s more to the story.

Switzerland has one of the most regulated staffing markets in Europe. Any business engaging in staff leasing must secure approval from SECO. Without this permit, you simply cannot operate.

And here’s the catch: buying a shelf company doesn’t automatically mean you get the necessary permits. You still need to apply, and the company must meet strict conditions around capitalisation, governance, and compliance.

The Reality of Shelf Companies

Some international investors believe they can bypass the regulatory hurdles by purchasing a Swiss “shelf company”, a business entity that has already been incorporated and placed on the commercial register. While this might sound like a shortcut, here’s the catch: owning a shelf company does not automatically grant you the necessary staffing permits.

Even if the company has existed on paper for years, you still need to go through the full SECO licensing process. The authorities will assess the current business, its governance, and its financial capacity. If these requirements are not satisfied, the license will not be granted.

This is an area where many firms underestimate Swiss regulation. They assume that by acquiring a pre-registered company, they inherit all the legal capabilities to begin hiring or leasing staff. In reality, shelf companies often lack the substance regulators are looking for—especially around capitalization, management structure, and compliance systems.

Capitalization and Financial Requirements

One of SECO’s strictest conditions concerns financial stability. The company must prove that it is sufficiently capitalized to meet payroll obligations and ensure workers’ salaries are safeguarded. Typically, this involves providing evidence of a minimum level of paid-in capital as well as a deposit or financial guarantee. This deposit acts as a safety net for employees, ensuring they are protected even if the staffing agency encounters liquidity issues.

Simply put, SECO wants assurance that any firm entering the market is a reliable partner for both clients and workers. This requirement filters out undercapitalized businesses that might otherwise pose a risk to the employment market.

Pros:

• Faster setup compared to incorporating from scratch
• Appears more established due to pre-existing registration date
• Potentially smoother client onboarding with a company already in place

Cons:

• No guarantee that the company is eligible for a SECO permit
• Risk of additional costs or restructuring if the shelf company isn’t fit for staffing operations
• Cantonal rules may require further adjustments

In our experience, shelf companies can be useful but only when carefully vetted against staffing sector compliance requirements. Too often, firms buy a shelf company expecting instant market access, only to face delays in the permit process.

That’s why at HUCAI we advise staffing companies to look beyond the legal entity itself and focus on regulatory alignment from day one. Whether you buy a shelf company or set up a new one, the ultimate success depends on your ability to secure and maintain SECO permits for bodyleasing.

M&A in the staffing industry always comes with its share of challenges. But with the right strategy and careful execution, the rewards can be significant. The key is to be clear about your goals, ensure cultural fit, keep communication open, and approach integration with foresight.

If you stay adaptable and focused, a recruitment merger can unlock real growth and long-term value. Think of it less as a quick win and more as a long-distance race in which every step should move your business closer to its strategic vision.