Buy­ing a shelf com­pany: set up quickly and get star­ted straight away

If you are short on time but want to get star­ted right away, a shelf com­pany can be the ideal solu­tion. Instead of tak­ing on the entire form­a­tion pro­cess your­self, you can opt for a com­pany that is already formed, registered and ready to do busi­ness — and you can take it over in just a few steps.

In this art­icle, we will show you when it makes sense to buy a shelf com­pany, what the pro­cess looks like and what you should look out for.

What is a shelf com­pany?

A shelf com­pany (also known as a shell com­pany) is a legal entity that has already been fully estab­lished — includ­ing entry in the com­mer­cial register, share cap­ital, art­icles of asso­ci­ation and tax num­ber. It has not yet car­ried out any busi­ness activ­it­ies, but was only set up „in reserve“ to be sold later.

Typ­ical legal forms:

• UG (haf­tungs­bes­chränkt)
• GmbH

Advant­ages of pur­chas­ing a shelf com­pany

Advant­age Why it is rel­ev­ant:

1. quick start — No wait­ing time for entry in the com­mer­cial register
2. pro­fes­sional demean­our - You imme­di­ately act as a cor­por­a­tion
3.legal cer­tainty - Art­icles of asso­ci­ation, not­ary, share cap­ital — everything is taken care of
4. bank account and tax num­ber - Often already avail­able or can be applied for imme­di­ately

Another advant­age is: You are not per­son­ally liable — unlike with a GmbH in form­a­tion (GmbH i. G.). The shelf com­pany has full legal capa­city and you start with an already registered cor­por­a­tion.

When is it worth buy­ing?

A few typ­ical situ­ations in which the pur­chase really pays off:

• You want to sign con­tracts or issue invoices imme­di­ately
• You need a cap­ital com­pany at short notice (e.g. for a pro­ject or a tender)
• You want to avoid the bur­eau­cratic effort and delays
• You want to appear as an „estab­lished“ com­pany instead of a start-up

Import­ant: Even in the case of shelf com­pan­ies, a care­ful exam­in­a­tion is still neces­sary, for example with regard to the his­tory, the not­ar­ised doc­u­ments and the share cap­ital.

This is how the pur­chase works — step by step

1. Enquiry and com­pany selec­tion
   You select the appro­pri­ate com­pany (e.g. UG or GmbH) and sub­mit a non-bind­ing enquiry. On request, we will provide you dir­ectly with an over­view of avail­able shelf com­pan­ies.
2. Pre­par­a­tion of the doc­u­ments
   We coordin­ate all the neces­sary inform­a­tion with you: Share­hold­ers, man­aging dir­ect­ors, com­pany pur­pose, etc.
3. Not­ary appoint­ment and trans­fer
   Together with the not­ary, the com­pany is trans­ferred to you. You then take over the shares — option­ally also the man­age­ment.
4. Activ­ate / change bank account
   After the takeover, the busi­ness account can be changed over to you or newly opened.
5. Start busi­ness activ­it­ies
   As soon as everything has been offi­cially trans­ferred, you can get star­ted straight away.

If you require addi­tional doc­u­ments or ser­vices, you can obtain these dir­ectly on request for a small sur­charge.

Legal inform­a­tion & oblig­a­tions

Even if the shelf com­pany is ready, you are respons­ible for all duties as man­aging dir­ector from the not­ar­isa­tion date:

• Regis­tra­tion with the tax office (if not avail­able)
• Busi­ness regis­tra­tion
• Account­ing & annual fin­an­cial state­ments
• Com­mu­nic­a­tion with author­it­ies & cham­bers

You can find more inform­a­tion in our FAQ: start-ready.com/faq

Avoid com­mon mis­takes

• Buy­ing a shelf com­pany with leg­acy assets
  → Make sure that the com­pany was really inact­ive and that there are no liab­il­it­ies.
• Unclear idea of the company’s pur­pose
  → For­mu­late the pur­pose dir­ectly and appro­pri­ately, oth­er­wise there is a risk of quer­ies from the registry court.
• Incom­plete doc­u­ments
  → Ask to see all minutes, com­mer­cial register extracts, account state­ments, etc. in advance.

Fur­ther recom­mend­a­tions

Con­tact →
Found a UG →
Found a lim­ited liab­il­ity com­pany →
Open a busi­ness bank account

Con­clu­sion: If things have to be done quickly, the shelf com­pany is a real option

Buy­ing a shelf com­pany saves time, nerves and effort — espe­cially if you want to get star­ted imme­di­ately. If you want to appear pro­fes­sional, limit liab­il­ity risks and save your­self the clas­sic form­a­tion pro­cess, a shelf com­pany may be just the right option for you.

Do you want to get star­ted straight away or do you have any ques­tions? Then please get in touch:
Get in touch now →

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