Why Should I Use or Acquire a Shelf Corporation?
It is responsible to note that age is not the only factor and will likely not be a main factor in business and lending relationships, engaging in business, credit, or real estate agreements. As an established company it can save some time without having to go through the entire process and waiting time frames of establishing a brand new corporation. Most potential business resources are hesitant to engage brand new or up-start corporations. By approaching them as an established corporation or company that has actually been conducting business (obviously, the more years the corporation has been in existence, the better), the more likely your company may be taken seriously and this may grant your business more access to business relationships. To be clear, the credibility increases, in our opinion, when the company is actually engaged in the business and not merely by the number of years the company has been sitting on a shelf. These relationships may include agreements, Dun & Bradstreet-type rating systems, etc., may also all be considered when looking at potential aged corporations. Additionally, it is of paramount importance that these shelf corporations are acquired from trusted sources that know the intricacies of weeding out those with potential built-in or existing liability.
Once you have properly selected your shelf corporation, the company has immediate filing history. Does it give you instant credibility for your company and corporate image? We cannot say that that will necessarily happen. But, what if you choose a company that coincides with the number of years that you have actually been engaged in the type of business that the corporation will perform? Naturally, there is no guarantee that you will instantly be able to bid on state contracts (states generally have minimum longevity rules for companies that are allowed to bid on their contracts), obtain lines of credit easier and obtain loans from the Small Business Administration in your state, and attract potential investors more readily with an “established” corporation. The bottom line is, be honest and let others know that you recently obtained the company, if that is the case.
As is mentioned above, it is critically important that the shelf corporation you are considering not have any inherent or lingering liabilities. For the most part, this can be assured by looking into the history of the corporation and ensuring that the extent of its business activities were limited to the application of an Employer Identification Number and maybe the formation of a bank account.
There are some quantifiable exceptions to this rule. There are times when very well established corporations get shelved, for a variety of reasons, and these can be inherently quite valuable due to their tenure or amount of time in existence. These can be carefully scrubbed for liabilities and exposure by qualified entities, and are in high demand, with the demand and their price increasing depending on how long they have been established.
Simply put, if you are buying an aged corporation directly from its owners, there is a fair amount of due diligence involved: you should be concerned if the person or group selling the aged corporation has engaged in any transactions that may produce some type of future liability for the corporation or its stockholders. This may not always be easy to examine, and certainly requires some expert investigation. The best practices approach is to only acquire aged or shelf corporations from reputable providers (or resellers) who have a history of successful transactions in this arena. These providers can be counted upon to provide indemnification to the purchaser (a guarantee against pre-existing debts or liabilities) for the sale, and to conduct all of the due diligence prior to offering the shelf corporation for sale.
Often times Shelf or Aged Corporations are confused with Shell Corporations, both in terms of definition and their reason for existence. This confusion could not be more erroneous. Shell corporations are completely different entities, both in scope and in formation.
A shell corporation (which may be US or International Business Corporations - IBCs -, Personal Investment Companies - PICs -, front companies or "mailbox" companies) is an incorporated company that does not have any significant assets or operational structure. There are some legitimate reasons for the existence of shell corporations. For example, some shell corporations are, through the extensive filing processes with and approvals by the appropriate governmental and regulatory agencies, turned into publicly traded companies. These companies are often merged with existing businesses in what is called a "reverse merger." This is one manner in which one can go public quickly and efficiently.
Shelf and Aged Corporation Advantages
Saving time by foregoing the time and expense of forming a brand new corporation
Instant access to contract bidding may not be possible in all cases. Most bidding contracts require that your company be in existence for a specified minimum length of time. Be sure to check on a case-by-case basis and use full disclosure as to when you acquired your company.
Instant company acquisition.
Corporate filing longevity.
May be more attractive to potential investors and investment capital. Naturally the proper legal filings need to be made and age of the company, alone, is only considered to be a minor factor.
May or may not have faster and easier access to borrowing. Again there are other factors that have more weight such as business credit rating and profitability. Nonetheless, we recommend honesty and full disclosure as to the date that you acquired the aged company.
Shelf and Aged Corporation Disadvantages and Caveats
Pre-existing liability potential
Pre-existing debt issues
Pre-existing business transactions that may lead to future liability
What is a Companies Incorporated shelf company?
A shelf company is an LLC or corporation that has been formed on a prior date. Typically, it will not have conducted business. It does not hold assets, has not incurred liability and has yet to issue stock. These corporations are also referred to as seasoned shelf companies . When you purchase a Companies Incorporated aged shelf company , it will arrive in your possession with articles of incorporation file stamped by the government with its incorporation date as well as:
Articles of Incorporation
“Action of Sole Incorporator” document which transfers the company to you
Minutes of meetings (blank sample forms)
A corporate kit (record book)
Stock certificates (blank, un-issued shares)
A corporate seal
Corporate Bylaws (unsigned forms)
A corporation checklist letting you know items to keep your company in good standing
Registered agent service
A CD with important forms
Federal Tax ID Number
Other important documents
What are the types of aged shelf corporations?
Shelf and aged companies can refer to different types of legal entities. This includes U.S. domestic corporations and LLC's, as well as offshore and international entities. The term "shelf" or "aged" only refers to the fact that the company has already been filed and is sitting "on a shelf" waiting to be purchased.
What shelf company age is right for me?
It is important to choose the age appropriate to your needs. For a building contractor or consulting company the number of years in existence is important to the clientele. If you have been in the construction industry for 15 years, for example, obtaining a 15-year-old corporation may make sense because it corresponds with your time in the business. In order to obtain some contracts, the typical business age requirement is two years. That may not be the only factor in obtaining a bidding agreement, but it may be one of the many check-the-box items, especially, as we mentioned, when your corporate age and business age match one another. Moreover, some report that for a business that wants to build corporate credit, the older the better. This may or many not be the case, but there are other factors that likely have more weight such as the profitability of the business and creditworthiness. Full disclosure is recommended. The key issues are the perceptions of the potential customers and potential lenders. How old does the business need to be to convince the client or the banker that the business is secure and stable? Is the age of your business important? It usually is to a customer or lender. We are not saying that age is the only factor here but it may put a bit of weight on your side of the scale, in addition to other more important factors.
What does a shelf company age mean?
The age of a shelf corporation is just as real as the age of a human being. The law calls a corporation a person. It is an artificial person. It is separate from the people who own it. The owners of a shelf corporation, as with any other legal entity, are just as separate from each other as two people are separate. The H.J. Heinz company started in 1869. The original owners, officers and directors have long since passed. However, the age of the company truly remains in-tact.
Additional shelf company benefits?
Shelf Corporation Benefits
Immediate availability - The company formed is ready to be shipped for immediate delivery rather than needing to wait for government filing.
Credibility to customers (This works best, in our opinion, when your actual time in the business corresponds to the age of the company. )
Possible Increased ability to bid on contracts. Many bid contracts require that the business be between two and five years. This works best when your actual time in the business corresponds to the age of the company.
Faster access to credit (because the company gets into your hands faster)
Faster to obtain venture capital (because the company gets into your hands faster)
Faster to take a company “public” and sell shares on a stock exchange if certain criterion are met, such as proper state and federal filings.
Less lead time to incorporate your company
Possibly increases the ability to bid or present your business in an arena where candidate companies have to breech an existence duration threshold for contractual adherence (full disclosure recommended)
Immediately obtaining a company with filing longevity
Faster access business opportunities
The above benefits are based on our opinion only and may not apply to your situation. Buyers of shelf companies have some big advantages over newly filed businesses. First, the benefits mentioned above. Then, the advantage of being able to purchase an established corporation and yet put themselves in as officers, directors and shareholders, giving them immediate control of the business. We recommend full disclosure in that you inform lenders and other parties that you have recently obtained an aged entity.
What is a shell corporation or corporate shell?
Corporate shells are “shelf companies,” as they are known, that are also companies that have already been formed. These types of companies usually do not have shareholders, officers or directors (unless required to be filed to maintain good standing). They generally have no assets or liabilities. Such an entity is analogous to a new home that has been built and is ready for you to occupy.