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Glossary · Formation and notary

Shelf company (Vorratsgesellschaft)

Also: Vorratsgesellschaft, Vorrats-GmbH, Vorrats-UG, ready-made company

In short

A shelf company is a GmbH or UG that has already been formed and registered, has never traded and is bought in order to start immediately with a limited liability company. Its shares are bought by notarised contract.

Shelf company (Vorratsgesellschaft) explained

A shelf company has no contracts, no employees and no liabilities; the share capital has already been paid in and is included in the purchase price. It makes sense when days count, for example for a deal under time pressure, a property purchase or when a contractual partner requires a registered GmbH. After the purchase, the company name, registered office, corporate purpose and managing director are usually adjusted, partly by amending the articles of association before a notary. The activation must be disclosed to the register court as an economic re-formation. If time is not a factor, a new formation is cheaper. Recht 24/7 does not offer shelf companies itself; the purchase is handled via the partner Startbereit.

Legal basisSec. 15 (3) GmbHG; case law on economic re-formation

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Related terms

Articles of association (Gesellschaftsvertrag)The articles of association (or partnership agreement) are the contractual basis of a company and set out, for example, its name, registered office, purpose, capital and the rights of the shareholders; for a GmbH they are also called the Satzung. For a GmbH and UG they must be notarised; for a GbR no particular form is required.Company name (Firma)In the legal sense, the "Firma" is the name under which a merchant conducts business and signs. It must be distinctive, must not be misleading and must contain the legal form suffix.Corporate purpose (Unternehmensgegenstand)The corporate purpose describes in the articles of association what the company does. It is part of the mandatory content of the articles of association of a GmbH or UG and is entered in the commercial register.Registered office (Sitz der Gesellschaft)The registered office is the place in Germany that the articles of association specify as the company's seat. It determines the register court at which the GmbH or UG is registered.GmbH (limited liability company)The GmbH is a corporation and legal entity formed by one or more persons with at least €25,000 share capital. As soon as it is entered in the commercial register, in principle only the company's assets are liable for its debts.Managing director (Geschäftsführer)The managing director runs the GmbH or UG and represents it in and out of court. They must be a natural person with full legal capacity and are appointed by the shareholders.

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