Shelf company

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A shelf company is a corporation or a partnership that has been founded but has not started any business activity and therefore only exists as a shell or shell for the time being.

Society with no business activity

Shelf companies are intended for sale. They come in the legal forms of company with limited liability , stock corporation , entrepreneurial company , Societas Europaea , GmbH & Co. KG , partnership limited by shares and facilitate and accelerate the establishment of a company because all establishment formalities have already been completed. Ideally, a shelf company or shell / shell can be transferred to new shareholders at short notice and is then immediately available for active business activity.

Offer for start-ups

The buyer of a shelf company skips the lengthy registration process and the liability risks of a GmbH in formation . Another advantage is the guaranteed freedom from old receivables from previous business operations.

Acquisition of a shelf company is considered a start-up

The acquisition of a shelf company is treated economically like a start-up. The registry court therefore checks whether the capital contribution has been made and is available and whether any contributions in kind are of value. The buyer must disclose to the commercial register that it is a shelf company, provide the necessary information on the seat, business purpose , management, etc. and enclose an assurance from the manager (s) that the share capital is freely available. The cut-off date is the day of this registration and disclosure and not the entry. Shelf companies are usually ready for use within a day.

In addition to German companies, shelf companies under foreign law, in particular British limited companies, are often offered.

swell

  • Dreier: The use of shelf and shell companies from a liability perspective , dissertation (2008)
  • Goette: Liability issues when using shelf companies and "empty" GmbH shells (DStR 2004, p. 461ff.)
  • Heyer / Reichert-Clauß: Safe use of shelf companies - the requirements of case law (NZG 2005, p. 193ff.)
  • Schaub: Purchase of a shelf or shell company, published in Ebenroth / Boujong / Joost: Handelsgesetzbuch Volume 1, Verlag CH Beck / Verlag Franz Vahlen, Munich 2001