Ready-made (shelf) companies

What a shelf company gives you

The main benefit is time. Where incorporation takes days or weeks, a shelf company can be transferred in one to three days once KYC is approved. The company already has its certificate of incorporation, constitution and registration number.

The second benefit is an earlier incorporation date. Some contracts, tenders or supplier programmes ask for a company that has existed for a minimum period. A shelf company may meet that condition on paper.

What it does not give you is history. The company has no accounts showing revenue, no bank track record and no customer references. A buyer or bank reviewing it will see a dormant company that recently changed hands.

How banks and counterparties see a shelf company

Banks and regulators know that shelf companies exist. They check when ownership changed, and they assess the company on its new owners and planned activity, much as they would a new company.

Presenting a shelf company as an established business is misleading and can lead to a declined application or a closed account. We advise you to describe it accurately: a company incorporated on a given date, dormant until you acquired it.

Some public tenders explicitly look at trading history rather than incorporation date. Read the conditions before buying for that purpose.

The checks we make before transfer

A shelf company should come with no hidden past. Before we offer one, we confirm with the registry that it is in good standing and that all fees and returns are up to date.

We also confirm that it has never traded, has no bank account, has no assets or liabilities, and has not signed contracts. A signed declaration from the outgoing officers records this. Dormancy filings, where the jurisdiction has them, are checked against the declaration.

• Good standing confirmed with the registry
• Fees and annual returns up to date
• No bank account, contracts, assets or liabilities
• Signed clean-status declaration from the outgoing officers

After the transfer

Once your directors are appointed, the company is yours to use like any other. Renewal falls on the incorporation anniversary, which may come sooner than it would for a new company, so check the date before you buy.

You may also want to change the name. That is a separate filing, which we can handle as a corporate change. Bank account applications, licences and tax registrations then proceed as for any company you own.

Tell your accountant the date you acquired the company. The period before your purchase should show a dormant company with no transactions, and the first accounts you file should reflect that clearly.

Shelf company or new incorporation

A new company is usually the better choice when you have a few days or weeks to spare. You choose the name, the share structure and the financial year end from the start, and the first renewal falls a full year away.

A shelf company makes sense when timing is tight, when a contract or tender sets a minimum age, or when you want a spare entity ready for a project that may start at short notice.

In both cases, KYC, bank applications and licences take the same time. If speed matters because of a bank account, start that application early, whichever route you choose.