TBA & Associates

Shelf companies list & helpful tips

What is a shelf companies list?

A shelf company, also known as an aged or ready-made company, is a legally registered company that has been created and left dormant without engaging in any business activities. A shelf company list refers to a catalog or inventory of such pre-registered companies that are available for purchase by individuals or businesses looking to acquire a company quickly.

Shelf companies are typically established by specialized service providers or company formation agents with the intention of selling them to interested parties in the future. These companies are often incorporated with generic names and standard articles of association, allowing them to be easily customized and rebranded by the new owners.

The primary advantage of purchasing a shelf company is to save time and effort associated with the initial registration process. By acquiring an existing entity, buyers can bypass the steps involved in incorporating a new company, such as selecting a name, filing registration documents, waiting for approval, and establishing a corporate history.

A shelf companies list may include details such as the company name, registration number, date of incorporation, registered address, and potentially other basic information. However, it’s important to note that the availability and contents of such lists may vary depending on the jurisdiction and the company formation service providers offering them. Here you can see our up to date Shelf Companies List and you can choose by country.

How old can a shelf company be?

In general, a shelf company can be as old as the time since its incorporation. The concept of shelf companies has been around for many years, and it’s possible to find shelf companies that were incorporated decades ago. However, the availability of shelf companies may vary depending on the jurisdiction and the specific regulations governing company formation.

It’s important to note that the age of a shelf company doesn’t necessarily affect its usability or value. The primary purpose of a shelf company is to provide a ready-made entity for individuals or businesses seeking an established company for various reasons, such as gaining a sense of longevity or bypassing the time-consuming process of forming a new company from scratch.

If you are considering acquiring a shelf company, it’s advisable to consult with a legal professional or business advisor who can provide guidance specific to your jurisdiction and requirements.

What documents are included when buying a shelf company?

When purchasing a shelf company, commonly known as an “off-the-shelf company” or a “ready-made company,” you typically receive a set of documents related to the company’s formation and registration. The specific documents may vary depending on the jurisdiction and the company’s type, but here are some commonly included documents:

Certificate of Incorporation: This document certifies the company’s legal existence and provides details such as the company name, registration number, and date of incorporation.

Memorandum of Association: It outlines the company’s objectives, scope of activities, and the relationship between the company and its shareholders.

Articles of Association: These articles define the internal rules and regulations governing the company’s operations, including the rights and responsibilities of shareholders, directors, and officers.

Share Certificates: These documents indicate the ownership of shares in the company and typically include details such as the shareholder’s name, share class, and the number of shares held.

Register of Directors and Shareholders: This register contains the details of the company’s directors and shareholders, including their names, addresses, and shareholdings.

Registered Office Address: The document may include information about the registered office address, which is the official address of the company for legal and administrative purposes.

Minutes of the First Board Meeting: This document records the discussions, resolutions, and decisions made during the company’s initial board meeting, including the appointment of directors and officers.

Statutory Registers: These registers contain various records required by law, such as the register of directors, register of shareholders, and register of charges.

Tax Registration Documents: Depending on the jurisdiction, you may receive documents related to the company’s tax registration, such as the tax identification number or VAT registration.

It’s important to note that the exact documents included in a shelf company purchase can vary depending on the provider and the specific requirements of the jurisdiction in which the company is registered. It is advisable to thoroughly review the documents and consult with legal professionals or experts familiar with the local laws and regulations before proceeding with the purchase. Do be sure to take a look at our shelf companies list.

shelf companies

Can I customize the ownership structure of a shelf company?

Yes, you can generally customize the ownership structure of a shelf company to some extent, depending on the jurisdiction and legal requirements. A shelf company, also known as an aged or ready-made company, is a pre-registered company that has been incorporated but has remained inactive. It is usually purchased by individuals or businesses looking for a company with an established history for various reasons.

When you acquire a shelf company, you become the owner and can make changes to the ownership structure to align with your specific requirements. However, there might be certain limitations or regulations imposed by the jurisdiction in which the shelf company is registered.

Here are a few points to consider when customizing the ownership structure of a shelf company:

Shareholder Changes: You can change the shareholders of the shelf company by transferring shares or adding/removing shareholders as per your needs. This process typically involves updating the company’s share registry and relevant legal documents.

Directors and Officers: The directors and officers of the shelf company can be changed according to your preferences. This involves appointing or removing directors and officers and updating the necessary documentation.

Ownership Percentages: Depending on the jurisdiction, you may have the flexibility to modify the ownership percentages among the shareholders. This can be done by issuing new shares, transferring existing shares, or altering the shareholding structure.

Legal and Regulatory Compliance: It is important to ensure that any changes you make to the ownership structure of the shelf company comply with the legal and regulatory requirements of the jurisdiction where the company is registered. This includes adhering to company law, tax regulations, and reporting obligations.

It’s worth noting that the level of customization and the specific procedures involved can vary depending on the jurisdiction. It is advisable to consult with a qualified attorney or company formation specialist who is familiar with the relevant laws and regulations in the jurisdiction where the shelf company is registered. They can guide you through the process and help you navigate any legal complexities associated with customizing the ownership structure of a shelf company.

Can I change the registered address of a shelf company?

Yes, you can typically change the registered address of a shelf company. The process may vary depending on the jurisdiction in which the company is registered. In general, here are the steps you may need to follow:

Review the company’s articles of incorporation or similar documents: These documents usually outline the procedures for changing the registered address. Look for any specific requirements or restrictions related to changing the address.

Contact the appropriate government agency: Reach out to the relevant government agency responsible for company registrations in your jurisdiction. This may be a business registry, company registrar, or similar authority. Inquire about the process and any required forms or documents for changing the registered address.

Prepare the necessary documentation: Typically, you will need to complete a specific form provided by the government agency. The form may require information such as the current registered address, the new address, and details of the company’s directors or shareholders. You may also need to provide supporting documents, such as proof of the new address (e.g., utility bill or lease agreement).

Submit the documentation: Follow the instructions provided by the government agency to submit the completed form and any required supporting documents. This may involve mailing the documents, submitting them in person, or using an online portal, depending on the available options.

Pay any applicable fees: Some jurisdictions require payment of a fee for changing the registered address. Make sure to inquire about any fees and arrange for payment as necessary.

Await confirmation: Once you have submitted the documentation and paid any fees, the government agency will process your request. You will typically receive a confirmation once the registered address has been updated. This confirmation may come in the form of a new certificate of incorporation or a letter from the agency.

Remember that the specific requirements and procedures can vary between jurisdictions, so it’s important to consult the appropriate government agency or seek legal advice to ensure compliance with the relevant regulations in your area.

Are there any liabilities associated with purchasing a shelf company?

Purchasing a shelf company, also known as a ready-made or aged company, can have potential liabilities associated with it. While shelf companies are legally registered entities, there are several factors you should consider:

Unknown history: When you buy a shelf company, you might not have complete knowledge of its past activities or liabilities. There could be undisclosed legal issues, pending lawsuits, or unpaid debts associated with the company that you may inherit.

Reputation and brand image: The reputation and brand image of the shelf company might have been tarnished before you acquired it. If the company had been involved in controversial or unethical practices in the past, it could negatively impact your business operations and relationships with clients, suppliers, or investors.

Compliance and regulatory issues: Shelf companies may have been registered under previous owners who operated in different jurisdictions or industries. This could result in potential compliance and regulatory issues when you take over the company. Different regions or industries have specific legal requirements, licenses, permits, and tax obligations, which you must ensure are properly addressed.

Financial obligations: Acquiring a shelf company does not absolve you of any financial obligations associated with it. You may inherit outstanding debts, tax liabilities, or other financial obligations, even if they were incurred before your ownership. It is crucial to conduct thorough due diligence to understand the company’s financial position and any outstanding obligations.

Changing business landscape: The business landscape and market conditions may have evolved since the shelf company was established. Industries, regulations, and market trends may have changed, and the company’s structure, processes, or practices might not align with the current environment. Adapting the company to new requirements and maintaining its competitiveness could be a challenge.

To mitigate these risks, it is important to conduct comprehensive due diligence before purchasing a shelf company. Engage professional advisors, such as lawyers and accountants, to thoroughly review the company’s financial, legal, and operational aspects. This will help you assess potential liabilities and make an informed decision.