Not applicable for this jurisdiction.

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.

Stock corporation (AG)

Shelf companies can be purchased from third-party service providers, but aren't widely used in Austria.

Limited liability company (GmbH) and Flexible Company (FlexKapG)

Shelf companies can be purchased from third-party service providers.

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.

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.

Limited liability company (Sociedade Limitada)

Shelf companies can be purchased from 3rd-party service providers.

Corporation (Sociedade Anônima)

Shelf companies can be purchased from 3rd-party service providers.

Corporate subsidiary (Corporation form rather than flow-through form)

It is not typical to be able to purchase a shelf company.

Not applicable for this jurisdiction.

Not common.

Shelf companies can be purchased in Colombia but are not widely used. Colombian law has strict regulation regarding taxation and anticorruption policies.

Shelf companies can be purchased from 3rd-party service providers. Purchase of a company requires a share purchase.

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.

Not applicable for this jurisdiction. 

Osakeyhtiö (Oy)

Shelf companies can be purchased from service providers and the process depends on the service provider in question.

Typically, a share purchase agreement is entered into and necessary corporate resolutions (eg, appointing new board members) are passed and the registered company information id to be updated with the Finnish Trade Register.

Société par actions simplifiée (SAS)

Not applicable.

Société à responsabilité limitée (SARL)

Not applicable.

Société anonyme (SA)

Not applicable.

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.

Not applicable for this jurisdiction.

Limited private companies

Shelf companies can be purchased from 3rd-party service providers, but are less common nowadays.

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.

Private limited company

Not widely used.

Limited liability company

There is no specific regulation on purchasing or utilizing a shelf company.

Private company limited by shares (LTD)

Shelf companies may be purchased from 3rd party providers.

External company

Not applicable for this jurisdiction.

Company

Not applicable.

Branch / representative office

Not applicable.

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.

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.

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.

• The shelf company’s existing board of directors shall resign as the company directors. Investor’s nominated directors shall be appointed as the shelf company’s new directors.
• The shares of the existing shareholder in the shelf company will be transferred to the investor.
• The local company secretary will lodge all essential fillings to the Companies Commission of Malaysia once all applicable documents have been signed.
• A copy of the letter of indemnity signed by the shelf company’s former directors, indicating that the shelf company was dormant, had no obligations and had not begun any operations, will be provided to the investor.
• Any further changes to the company name, corporate structure, director, and share capital will be lodged to Companies Commission of Malaysia. 

Rarely used in Mauritius.

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.

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.

Branch

Not applicable in New Zealand.

Proprietary company

A “shelf” company may be purchased from 3rd-party suppliers, but, given the speed and ease of incorporation, this is rarely used.

Shelf companies may be purchased from 3rd-party service providers. However, this is not typical because of ease of incorporation of new companies.

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.

Not applicable for this jurisdiction.

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.

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).

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.

Corporations

Not applicable for this jurisdiction.

Limited Liability Companies

Not applicable for this jurisdiction.

Not frequently used in practice. Same rules apply to transfer of shares.

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).

Limited liability company

Shelf companies are not common in Saudi Arabia due to the difficulty and time consuming purchasing process.

Limited liability company

Shelf companies may be purchased from 3rd party service providers, though this is uncommon in Singapore.

Shelf companies are available for purchase in South Africa.

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.

Branch (Sucursal)

Not applicable for this jurisdiction.

Limited liability company (Sociedad Limitada)

Shelf companies can be purchased from 3rd-party service providers.

Joint-stock company (Sociedad Anónima)

Shelf companies can be purchased from 3rd-party service providers.

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.

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.

Shelf companies are not available in Taiwan.

Merger and amalgamation

Private limited company

2 or more private limited companies can be combined by way of (i) merger or (ii) amalgamation. In the case of merger, there will be 1 company that continues to exist after the merger while other merging companies would no longer exist. Such surviving entity will acquire all the assets, debts, rights, duties and responsibilities inherent to the companies being merged. However, an amalgamation is a combination of 2 or more companies into an entirely new entity. The new amalgamated company will acquire all the assets, debts, rights, duties and responsibilities inherent to the companies being amalgamated.

A special resolution of the shareholders of the companies to be combined are pre-requisite for the merger and amalgamation process. The establishment of the merged or the amalgamated company also requires the registration with the DBD.

Public limited company

Unlike the private limited company, the combination of (i) 2 or more public limited companies or (ii) a public limited company and a private limited company, can only be done by way of amalgamation. The new amalgamated public limited company will acquire all the assets, debts, rights, duties and responsibilities inherent to the companies being amalgamated.

A special resolution of the shareholders of the companies to be combined are pre-requisite for the amalgamation process. The establishment of the amalgamated company also requires the registration with the DBD.

Partnerships

A registered ordinary partnership can be combined with another registered ordinary partnership by way of amalgamation. The consent of all partners, unless agreed otherwise, is pre-requisite for the amalgamation process. The new amalgamated registered ordinary partnership acquires all the rights and liabilities inherent to the registered ordinary partnerships being amalgamated. The establishment of the amalgamated registered ordinary partnership also requires the registration with the DBD.

Not applicable for this jurisdiction.

Not applicable for this jurisdiction.

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.

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.

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.

A shelf company is not common in Vietnam.