Establishing a GmbH takes 4–6 weeks. A shelf company is ready for use in 3–5 business days — with commercial register entry, tax number, and bank account. The right solution for certain situations. Not for others.
What a shelf company is
A shelf company is an already established GmbH that is registered in the commercial register and has not yet commenced any operational activities. It has been provided with the share capital, is tax-registered, and has a bank account. It is simply waiting for someone to purchase it and bring it to life.
At TABAK, shelf companies are available from 3.500 € ready (in addition to the share capital included in the purchase price).
When a shelf company makes sense
1. Time-critical acquisition
You are purchasing a company or a property and need an acquisition company — now. A new establishment takes too long, the seller will not wait. The shelf company is the only clean solution.
2. Quick opening of contractual partners
You want a supply or distribution contract with a major client that requires a GmbH as a contractual party. With a shelf company, you can be ready to sign in a week.
3. Bank and KYC prerequisites
Bank KYC, BaFin notifications, and IHK registrations can only be initiated with an existing company. Those who have to wait weeks lose options.
4. Planning structuring options in advance
In multi-tier holding structures with subsidiary companies, shelf companies are often the quickest solution once the parent company is established.
When transferring a shelf company to a new shareholder, the rules of economic new establishment apply. This means: increased requirements for the provision of share capital, disclosure obligations, and registration of significant changes in the commercial register. Those who disregard this risk personal liability of the managing directors.
When a shelf company is NOT sensible
1. Wanting to utilize tax 'legacy cases'
Some clients believe that by taking over an old shelf company, they can utilize loss carryforwards. Incorrect. § 8c KStG (shell purchase regulation) prevents exactly that: In the case of a share transfer of over 50%, loss carryforwards expire.
2. Image concerns
For some clients, the 'taint' of a shelf company is disturbing — they want the name of their GmbH from the very beginning. Here, a new establishment is the clean way.
3. More complex arrangements
For holdings with specific requirements regarding the articles of association, shareholding structure, and business purpose, a tailored new establishment is more economical than a subsequent adjustment of the shelf company.
The process at TABAK
- Selection of the company (1 day): A suitable shelf company is selected from the inventory.
- Notarial share transfer (1–2 days): Share transfer from the shelf shareholder to the new shareholder.
- Shareholder resolution (same day): Company name change, management, registered office, business purpose.
- Commercial register registration (1–3 days): Registration of significant changes.
- Bank power of attorney / KYC (in parallel): Transfer of the bank power of attorney to the new managing director.
Total duration: 3–7 working days. With prepared documentation and prompt participants, 3 days is realistic.
Costs
- Shelf company from 3.500 € (plus share capital of €25,000)
- Notary fees approx. €1,500–2,500
- Consulting fee €1,500–3,000 (TABAK support for the entire transfer)
Compared to a new establishment with a flat fee of €50,000 over 4–6 weeks, the shelf company is therefore faster, but not necessarily cheaper in terms of fees — depending on the need for structuring.
Inquire about shelf companies.
We currently have several shelf companies in stock that are ready for transfer within a week. Including bank account and commercial register.
Check availability →