Incorporating a new GmbH takes 4–6 weeks. A Vorratsgesellschaft ("shelf company") is ready to deploy in 3–5 working days — complete with commercial register entry, tax number and bank account. For certain situations, it is the right solution. For others, it is not.
What a shelf company is
A shelf company is a fully incorporated GmbH, already entered in the commercial register, that has never commenced operations. It has been endowed with its share capital, is registered for tax and holds a bank account. It is simply waiting for someone to buy it and bring it to life.
At TABAK, shelf companies are available from 3.500 € (in addition to the share capital, which is included in the purchase price).
When a shelf company makes sense
1. Time-critical acquisitions
You are buying a company or a property and need an acquisition vehicle — now. A new incorporation takes too long, and the seller won't wait. A shelf company is the only clean solution.
2. Fast contract readiness
You want a supply or distribution agreement with a major customer that requires a GmbH as the contracting party. With a shelf company, you are ready to sign within a week.
3. Bank and KYC groundwork
Bank KYC, BaFin notifications and IHK registrations can only begin once the company exists. If you have to wait weeks, you lose options.
4. Planning structuring options ahead
In multi-tier holding structures with subsequent subsidiaries, shelf companies are often the fastest solution once the parent company is in place.
When a shelf company is transferred to a new shareholder, the rules on economic new formation (wirtschaftliche Neugründung) apply. That means heightened requirements: proof that the share capital is in place, disclosure obligations, and commercial register filing of all material changes. Ignore them, and the managing directors risk personal liability.
When a shelf company does NOT make sense
1. Trying to exploit "legacy" tax positions
Some clients believe that by taking over an old shelf company they can use its loss carryforwards. Wrong. § 8c KStG (German Corporation Tax Act — the shell acquisition rule) prevents exactly that: where more than 50% of the shares change hands, loss carryforwards lapse.
2. Image concerns
For some clients, the "aftertaste" of a shelf company is off-putting — they want their GmbH under its own name from day one. In that case, a fresh incorporation is the clean route.
3. More complex structures
For holding companies with specific requirements regarding the articles of association, shareholding ratios and business purpose, a tailor-made incorporation is more economical than retrofitting a shelf company.
How it works at TABAK
- Company selection (1 day): A suitable shelf company is selected from our portfolio.
- Notarised share transfer (1–2 days): Transfer of the shares from the shelf shareholder to the new shareholder.
- Shareholder resolution (same day): Change of company name, management, registered office and business purpose.
- Commercial register filing (1–3 days): Registration of the material changes.
- Bank mandate / KYC (in parallel): Transfer of bank signing authority to the new managing director.
Total timeline: 3–7 working days. With documentation prepared and responsive parties, 3 days is realistic.
Costs
- Shelf company from 3.500 € (plus share capital of 25.000 €)
- Notary fees approx. 1.500–2.500 €
- Advisory fee 1.500–3.000 € (TABAK support throughout the entire transfer)
Compared with a new incorporation (from 30.000 €, taking 4–6 weeks), a shelf company is above all faster; whether it is cheaper overall depends on your structuring requirements.
More than 20 years advising entrepreneurs, investors and family businesses. Reserved tax services are provided by our partner tax firm, TABAK Steuerberatung.
Firm Profile →Enquire about a shelf company.
We currently hold several shelf companies in stock, ready for transfer within one week. Bank account and commercial register entry included.