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Definition of a shell company, shell company vs shelf company

 
Formation of a Tax Resident Company

What is a shell company? How do they differ from shelf companies?

Definition of a shell company, shell company vs shelf company: a shell company usually only exists in name and doesn't do any business in its own right. Shell companies are corporations that mainly exist on paper, produce nothing, employ no one and have no physical assets. They are usually only a vehicle for the business operations of another limited company.

Shells are often used to hide money and/or shield identities. Shell companies can often be identified as such because they have no email addresses, no phone numbers, no physical address, no contact numbers and no company logo. Shells may be used for money laundering or tax evasion, although there are legitimate shell companies in existence.

Shell companies should not be confused with shelf companies. Shelf companies are real companies that have been pre-registered with Companies House, which are then shelved until purchased. Shelf companies are offered by expert registered agents, such as Coddan, to customers who need to buy a shelf company.

Shelf companies have a legitimate, legal presence and meet all the official requirements of a corporation: -

  • An unique company name
  • A genuine, physical address
  • At least one company director
  • A memorandum of association
  • A statement of capital
  • An articles of association
  • A certificate of incorporation
  • A company registration number

Once a shelf private company is purchased, the business start-up agent will change the relevant details for the customer. Shelf companies allow business owners to simply and quickly buy a limited company and begin trading.

Shelf companies are real and legitimate companies that haven't yet begun to trade. Once they are purchased and become 'real', the director, or directors, are personally responsible for ensuring that the reports and accounts are done properly. The names and addresses of directors are available to the public via Companies House.

Real companies limited by shares are legally required to submit their annual report to Companies House (which then becomes publicly available information). They must also keep an accurate set of accounts and submit their annual tax return to HMRC. A company that provides VAT-able goods or services, and turns over more than £85,000, in a 12 month period, must also register for VAT. To qualify as the tax resident company, you need to have a real company, not a shell one. In the case if you will have any questions how to establish a tax resident company, please give us a call or drop an e-mail.