Shelf corporation
From Wikipedia, the free encyclopedia
 |
| Companies law |
| Company · Business Sole proprietorship Corporation Cooperative |
| United States |
| S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Massachusetts business trust |
| UK / Ireland / Commonwealth |
| Community interest company |
| European Union / EEA |
| SE · SCE · SPE · EEIG |
| Elsewhere |
| AB · AG · ANS · A/S · AS · GmbH K.K. · N.V. · OY · S.A. · more |
| Doctrines |
| Corporate governance Limited liability · Ultra vires Business judgment rule Internal affairs doctrine Piercing the corporate veil Rochdale Principles |
| Related areas |
| Contract · Civil procedure |
A shelf corporation, also called an aged corporation, is a corporation that has had no activity. It was created and put on the "shelf" to age. This corporation is then later usually sold to someone who would prefer to have an aged corporation rather than a new one. A business entity that is created through a process other than incorporation (such as a limited liability company) is simply called a shelf company.
Common reasons for buying a shelf corporation include:
- To save the time involved in taking the steps to create a new corporation.
- To gain the opportunity to bid on contracts. Some jurisdictions require that a company be in business for a certain length of time to have this ability.
- To create an appearance of corporate longevity, which may boost investor or consumer confidence.
- To gain access to investment capital.
- To gain easier access to corporate credit.
These reasons are open to criticism. Many years ago, it would take months to properly incorporate a business. However, it is now quite easy, at least in Australia, the United States, Canada and Western Europe; to do so. In fact, it can now be done in as little as a couple of hours in some jurisdictions. A corporation might end up "on the shelf" precisely because of a bad business history. It is questionable whether a shelf corporation improves access to capital, since creditors and investors look into a company's history as part of due diligence.
A number of consortia "produce" and sell shelf corporations, promoting the fact that the new buyer can at the same time have a corporation with a long history, and yet have complete control over the establishment of the corporation's board of directors and shareholder profile.
One item to be aware of is the re-aging of the shelf corporation. If the credit bureaus learn about the company being under new management they will list it on their reports effectively "re-aging" the company. The only way to avoid this is to make sure the credit bureaus do not find out.
[edit] See also
[edit] References
- Michael Spadaccini, Incorporate Your Business: In Any State (2007), p. 253.
- Mark William Walma, Patricia McCann-Smith, The Fundamentals of Corporate Law and Procedure (2000), p. 54.
