Process of purchasing and utilizing a shelf company
Argentina
Not applicable for this jurisdiction.
Australia
Branch
Not applicable for this jurisdiction.
Proprietary company
A shelf company may be purchased from third-party suppliers but, given the speed and ease of incorporation, this is rarely used. It is common to incorporate a company from scratch because, once a person has the relevant member, director and registered office consents, the process may be completed on the same day.
Public company
A shelf company may be purchased from third-party suppliers but, given the speed and ease of incorporation, this is rarely used.
Austria
Stock corporation (AG)
Shelf companies can be purchased from third-party service providers, but aren't widely used in Austria.
Limited liability company (GmbH)
Shelf companies can be purchased from third-party service providers.
Bahrain
With Limited Liability (WLL)
A shelf company must obtain the licenses and approvals from the MOIC and CBB (if applicable) before engaging in any business activity, and such business activity must be registered in the Commercial Register at the MOIC. A shelf company can be in the form of a WLL.
Closed Shareholding Company (BSC(c)
A shelf company must obtain the licenses and approvals from the MOIC and CBB (if applicable) before engaging in any business activity, and such business activity must be registered in the Commercial Register at the MOIC. A shelf company can be in the form of a BSC(c).
Foreign Branch (Branch)
Not applicable.
Belgium
Public limited company (société anonyme/naamloze vennootschap)
Rarely used in Belgium.
Limited company (société à responsabilité limitée/besloten vennootschap)
Rarely used in Belgium.
Belgian branch office of a foreign company
Not applicable for this jurisdiction.
Brazil
Limited liability company (Sociedade Limitada)
Shelf companies can be purchased from third-party service providers.
Corporation (Sociedade Anônima)
Shelf companies can be purchased from third-party service providers.
Canada
Corporate subsidiary (Corporation form rather than flow-through form)
It is not typical to be able to purchase a shelf company.
Chile
Not applicable for this jurisdiction.
China
Not common.
Colombia
Shelf companies can be purchased in Colombia but are not widely used. Colombian law has strict regulation regarding taxation and anticorruption policies.
Czech Republic
Shelf companies can be purchased from third-party service providers. Purchase of a company requires a share purchase.
Denmark
Limited liability company (Kapitalselskab)
Shelf companies are not commonly used anymore as the incorporation process has been simplified and can now be carried out electronically in most cases on a day-to-day basis.
Egypt
Not applicable for this jurisdiction.
Finland
Osakeyhtiö (Oy)
Shelf companies can be purchased from service providers.
France
Société par actions simplifiée (SAS)
Not applicable.
Société à responsabilité limitée (SARL)
Not applicable.
Société anonyme (SA)
Not applicable.
Germany
GmbH – limited liability company
The purchase of a shelf company is feasible and requires a share purchase agreement. After the purchase of the company and its application for registration with the commercial register, you may take up business.
Greece
Not applicable for this jurisdiction.
Hong Kong, SAR
Limited private companies
Shelf companies can be purchased from third-party service providers, but are less common nowadays.
Hungary
Some service providers offer shelf companies for sale but the use of a shelf company is not common in practice given that a clean, new company can be set up very quickly.
India
Private limited company
Not widely used.
Indonesia
Limited liability company
There is no specific regulation on purchasing or utilizing a shelf company.
Ireland
Private company limited by shares (LTD)
Shelf companies may be purchased from third party providers.
External company
Not applicable for this jurisdiction.
Israel
Company
Not applicable.
Branch / representative office
Not applicable.
Italy
Società a responsabilità limitata (S.r.l.) and Società per azioni (S.p.A.)
Applicable, if required but the shelf companies are not usual under Italian law.
Japan
Registered branch
There is no concept of a shelf company in this jurisdiction.
Kabushiki-Kaisha (KK)
There is no concept of a shelf company in this jurisdiction.
Godo-Kaisha (GK)
There is no concept of a shelf company in this jurisdiction.
Luxembourg
Private limited liability company (Société à responsabilité limitée or S.à r.l.)
Shelf companies can be purchased from corporate services providers (not widely used as the articles of incorporation/association, and, in particular, the corporate object clause may need to be amended to fit a given transaction).
Public limited liability company (Société anonyme or S.A.)
Shelf companies can be purchased from corporate services providers (not widely used as the articles of incorporation/association, and, in particular, the corporate object clause may need to be amended to fit a given transaction).
Special limited partnership (Société en commandite spéciale or SCSp)
There is generally no shelf partnership. As there is a very high contractual freedom when setting up an SCSp, it is preferable to negotiate the limited partnership agreement directly among parties.
Malaysia
Not applicable for this jurisdiction.
Mauritius
Rarely used in Mauritius.
Mexico
S.A. de C.V.
Shelf companies can be purchased but are not widely used and, since the enactment of the Mexican Anti-Money Laundering Law, we expect even fewer cases.
S. de R.L. de C.V.
Shelf companies can be purchased but are not widely used and, since the enactment of the Mexican Anti-Money Laundering Law, we expect even fewer cases.
S.A.P.I. de C.V.
Shelf companies can be purchased but are not widely used and, since the enactment of the Mexican Anti-Money Laundering Law, we expect even fewer cases.
Netherlands
Branch office
Not applicable.
B.V. (private company with limited liability)
Since the BV can be incorporated within 1 to 2 weeks, the purchase of a shelf company has become very unusual, if at all available.
Co-operative U.A.
Not applicable.
C.V. (a limited partnership)
Not applicable.
New Zealand
Branch
Not applicable in New Zealand.
Proprietary company
A “shelf” company may be purchased from third-party suppliers, but, given the speed and ease of incorporation, this is rarely used.
Nigeria
Shelf companies may be purchased from third-party service providers. However, this is not typical because of ease of incorporation of new companies.
Norway
Shelf companies may, in general, be purchased on short notice. The shelf company may be utilized immediately after the transfer of the shelf company has completed.
Peru
Not applicable for this jurisdiction.
Philippines
Purchase of shares of a shelf company is subject to payment of applicable capital gains tax and documentary stamp tax, and application for a BIR Certificate Authorizing Registration. When a shelf company becomes 100-percent foreign-owned, it is subject to FIA registration and minimum capitalization requirements, as previously discussed.
Poland
A share purchase agreement is needed to purchase a company. As a rule, shelf companies will be limited liability companies, joint-stock companies or limited joint-stock partnerships. Following the completion of the purchase, new shareholders and management/supervisory board members must be entered in the business register. Commercial companies and partnerships may act as purchasers. Branches and representative offices do not have the legal capacity to act as a contractual party (the founding foreign company acts as the purchaser).
Portugal
Shelf companies may be acquired by means of a shares’ transfer, as other regular shares acquisitions. As a rule, these are undertaken by means of an agreement between the seller and the purchaser, and no special formalities are required. The transfers of shares of LDA. and Sociedade Unipessoal companies are registered with the Registrar of Companies.
The Tax Authority must be notified of the sale and acquisition of shares of S.A. companies. These transfers are not otherwise subject to public registration, but the new shareholder is inscribed in the relevant shares’ accounts or shares’ titles.
Puerto Rico
Corporations
Not applicable for this jurisdiction.
Limited Liability Companies
Not applicable for this jurisdiction.
Romania
Not frequently used in practice. Same rules apply to transfer of shares.
Russia
Joint-stock company (public and non-public)
Highly not recommended and is not a widespread practice due to unclear business history (eg, filings, taxation issues and possible “hidden” debts).
Limited liability company
Highly not recommended and is not a widespread practice due to unclear business history (eg, filings, taxation issues and possible “hidden” debts).
Saudi Arabia
Limited liability company
Shelf companies are not common in Saudi Arabia due to the difficulty and time consuming purchasing process.
Singapore
Limited liability company
Shelf companies may be purchased from 3rd party service providers, though this is uncommon in Singapore.
South Africa
Shelf companies are available for purchase in South Africa.
South Korea
Joint-stock company (Jusik Hoesa)
Shelf companies can be purchased from a third party by purchasing shares in such shelf companies.
Limited company (Yuhan Hoesa)
Shelf companies can be purchased from a third party by purchasing units in such shelf companies.
Spain
Branch (Sucursal)
Not applicable for this jurisdiction.
Limited liability company (Sociedad Limitada)
Shelf companies can be purchased from third-party service providers.
Joint-stock company (Sociedad Anónima)
Shelf companies can be purchased from third-party service providers.
Sweden
Limited company (aktiebolag, AB)
Shelf companies can be purchased from third-party service providers and are ready to be operated the same day as the purchase is finalized.
Trading partnership (handelsbolag, HB)
Pre-registered HBs can be purchased from third-party service providers and are ready to be operated the same day as the purchase is finalized.
Limited partnership (kommanditbolag, KB)
Pre-registered KBs can be purchased from third-party service providers and are ready to be operated the same day as the purchase is finalized.
Branch office (filial, Branch)
Not applicable for this jurisdiction.
Switzerland
Stock corporation
Although not uncommon in practice, purchase of a shelf stock corporation and its subsequent reactivation may be held void and involves various and substantial legal and financial risks. It is therefore not advisable under Swiss law.
Taiwan, China
Shelf companies are not available in Taiwan.
Thailand
Not applicable for this jurisdiction.
Turkey
Not applicable for this jurisdiction.
Ukraine
Not applicable for this jurisdiction.
United Arab Emirates
LLC
The concept of a shelf company is not recognized in the UAE.
Branch
Not applicable for this jurisdiction.
FZ-LLC
The concept of a shelf company is not recognized in the free zones.
FZ-Branch
Not applicable for this jurisdiction.
Dual Licensee Branch
Not applicable for this jurisdiction.
United Kingdom
Private limited company
Shelf companies are no longer widely available. Companies can be incorporated within a few hours and electronically, so shelf companies are no longer commonly used. Same-day incorporation is subject to a filing deadline of 11am UK time.
Limited liability partnership (LLP)
Not applicable.
Registered UK establishment
Not applicable for this jurisdiction.
United States
It is possible, but not typical, to purchase a shelf company. A corporation can be created in an expedited time frame in most states, so use of a shelf company for expediency is not needed.
Vietnam
A shelf company is not common in Vietnam.