Shelf GmbH (limited liability company)
Purchase Price
EUR 28,000
incl. EUR 25,000
Paid-up capital
- Properly founded
- With entry in the commercial register
- No personal liability
- Free of encumbrances
- With bank account
- Many different registered offices
- Articles of association in German/English
Buy a shelf GmbH and acquire legal capacity immediately
VRB founds shelf companies with limited liability, which can be acquired quickly and easily. A shelf GmbH from VRB will see you up and running within 24 hours, and avoid personal liability. Our high level of legal expertise and decades of experience guarantee you a secure product and the best possible handling.
Buy a GmbH instead of founding one, and save a lot of time and effort
Founding a GmbH – from the notary appointment and opening a bank account to arranging to have details entered in the commercial register – takes time. You should expect the process to take at least three to four weeks. The exact duration cannot be planned. Unexpected delays may occur, in particular when opening an account due to the banks’ extensive auditing obligations. Read more at Founding a GmbH.
If you buy an existing GmbH, you save yourself this time-consuming foundation procedure and immediately acquire legal capacity without the risk of personal liability.
Buy a GmbH: How to acquire a shelf GmbH
After reserving your company, only three brief steps need to be taken before you can arrange an appointment with the notary. Find out more about this in the Purchase process menu item.
At the notary appointment you acquire the shares in the GmbH by way of a contract of purchase authenticated by a notary. You will receive a draft of this contract of purchase from us when you reserve the company. The authentication is performed in Germany at a notary of your choice. We do not personally attend the notary appointments, but are represented by a person you nominate and to whom we grant appropriate power of attorney (authorised representative).
When you buy the GmbH, you also change the managing director and amend the articles of association in line with your requirements. The newly appointed managing director applies for these amendments to be entered in the commercial register, discloses the new economic incorporation of the company, and provides the associated assurances. All this is done in a single notary appointment. As soon as the notary has submitted the application to the registry court, you acquire full legal capacity with the GmbH and do not run the risk of personal liability.
Registered office, bank account and tax number of the shelf GmbH
Our GmbHs have their registered office in Berlin, Dusseldorf, Frankfurt am Main, Hamburg, Cologne, Munich or Stuttgart. The registered office can, of course, be relocated upon acquisition.
Each shelf GmbH has a bank account in which share capital of EUR 25,000 is held. Depending on the bank, the account can either be taken over, or you receive an order cheque for the account balance. You can deal with matters involving the bank account at your leisure following the acquisition.
As a matter of principle, shelf GmbHs do not have a tax number that can be used in business transactions. You can read more about why this is the case in the section entitled Shelf companies with a tax number.
FAQs about the purchase of a Shelf GmbH
- What is a shelf GmbH?
A shelf GmbH is a ready-made GmbH (limited liability company) that has been entered in the commercial register, has not conducted any business activity, and can be taken over immediately by a purchaser. Shelf GmbHs are legally permissible provided they are openly founded, i.e. they are identifiable as a shelf company. All VRB shelf GmbHs are shelf companies that have been openly founded.
- What is the price of a shelf GmbH?
A shelf GmbH with fully paid-up capital of EUR 25,000 costs EUR 28,000. There are no additional costs on our part. Upon purchase, the purchaser will need to pay additional notary and court fees, the amount of which varies depending on the individual case.
- What needs to be considered when acquiring a shelf GmbH?
The share capital must be paid-up in full and freely available on the bank account of the shelf GmbH. The seller must be able to guarantee that the company has been properly founded, and is free of encumbrances and liabilities. The choice of provider is therefore crucial. With VRB you choose an experienced provider with a high level of legal expertise.
- What distinguishes a shelf GmbH from a shell GmbH?
A shell company (“Mantelgesellschaft”) is a company that was once in business, but at the time of its sale is not engaging in business operations and also usually lacks assets. It is, therefore, a used company. A shell company poses a risk in that it may have liabilities from the former business activity that have yet to be identified. By contrast, a shelf GmbH was founded specifically and exclusively with a view to subsequent sale. It is guaranteed not to have conducted any business activity and is, therefore, completely unused and unencumbered.
- What is a GmbH?
The GmbH (limited liability company) belongs to the category of joint-stock companies and is probably the most common legal form in Germany. The limitation on liability is a significant feature. The minimum share capital is EUR 25,000. GmbHs are represented by one or more managing directors. Shareholders can be one or more natural persons or legal entities.
- What are the advantages and disadvantages of a GmbH?
The most important advantage of the GmbH is the limitation on liability in respect of the company’s assets. Personal liability on the part of partners is excluded. The limitation on liability is only deemed established upon entry of the GmbH in the commercial register.
Furthermore, the GmbH enjoys a good reputation among banks and business partners because of its capitalisation of at least EUR 25,000.
By contrast, founding a GmbH can be a very lengthy process. As with any joint-stock company, the administration of a GmbH entails costs.
- How is a GmbH founded?
To establish a GmbH, shareholders first need to sign the articles of association before a German notary and appoint the managing director. Shareholders can be one or more natural persons or legal entities. The name of the company should be clarified with the Chamber of Industry and Commerce beforehand.
The newly appointed managing director must then open a bank account for the GmbH, to which the shareholders transfer at least half the share capital. This may be subject to considerable delays: In accordance with the German Money Laundering Act (GwG), banks undertake to establish the beneficial owner of a company, and which business activities the company will perform. They, therefore, perform an extensive KYC (Know Your Customer) audit each time an account is opened, for which they require detailed information about the shareholders, the countries of origin and sectors involved. It is not uncommon for the bank to reject the opening of an account without further justification following an audit spanning several weeks.
The notary must be furnished with proof of payment of the share capital. Usually, this is done by presenting the corresponding account statement. Only then can the notary register the company for entry in the commercial register. The sought-after limitation on liability is only deemed established upon entry of the GmbH in the commercial registerr.
- How long does it take to found a GmbH?
Anyone seeking to found a GmbH should expect it to take at least three to four weeks. Opening the bank account and processing time at the registry court take the longest. The exact duration is not something that can be planned.
VRB’s advantages
- A leading provider with more than 20 years’ market experience
- Owner-managed by licensed lawyers
- Our clients can contact us personally
- Optimised and flexible processes
- More than 8,000 sold shelf companies
- A wealth of experience with holding structures and individual solutions
- Suitable transaction power of attorney for your clients
- Wide range of German legal forms at various locations
FAQs
We answer your questions on all matters involving our shelf companies with respect to the costs, shelf companies with a tax number, and more.
Bank account
You set up the bank account of the shelf company following the purchase. Select the right bank and account model that suit you or your clients when reserving the company.
Purchase process
Just a few steps need to be taken after reservation until you can purchase a shelf company. You determine whether and when you require the company. More about the process involved in purchasing a shelf company.