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When you need a German GmbH or UG that can sign contracts today, a ready-made shelf company, a Vorratsgesellschaft in German, is the fastest legal route. ShelfCompanies24 maintains a live inventory of clean, never-traded German limited-liability entities with Stammkapital already paid in and Handelsregister entries already granted. Transfer typically completes in 3 to 7 working days.
Our service covers the company, the notary share-transfer, the Handelsregister update.
Shelf company + virtual office + banking introduction + Steuerberater referral, bundled.
Most transfers notarised within 48 hours of payment. Dedicated German-speaking case manager.
Share-transfer can be signed in your home country and notarised via apostille or a consulate appointment.
We handle everything: deed drafting, Handelsregister update, Transparenzregister, Finanzamt notification.
A Vorratsgesellschaft (literally “reserve company” or “stock company”) is a German limited-liability entity, normally a GmbH or a UG (haftungsbeschränkt), that was incorporated by a professional service provider for the sole purpose of being transferred to a future buyer. From the moment of formation until the moment of sale, the company has:
The result is a “clean slate” corporate vehicle with a valid Handelsregister entry, fully paid-in share capital, a registered address and a tax number already in place. It’s the legal equivalent of buying a car that was driven from the factory straight to the dealership and never taxed, insured or driven on the road.
German commercial lawyers use two closely related terms:
Buying a clean Vorratsgesellschaft from a reputable provider sidesteps the Mantelkauf problem entirely.
| Feature | GmbH Vorratsgesellschaft | UG (haftungsbeschränkt) Vorratsgesellschaft |
|---|---|---|
| Paid-in Stammkapital | €25,000 (fully paid) | €1, €500 typically |
| Perceived credibility with banks, suppliers, public tenders | Higher | Lower, UG signalling is still “start-up” |
| Typical purchase price | Higher (Stammkapital is part of what you pay for) | Lower |
| Profit-retention rule | None | 25% of annual profit must accumulate until equity reaches €25,000 |
| Best fit | Contracting, tendering, acquisitions, holding vehicles, regulated industries | Small online businesses, freelance incorporation, holding of IP or single assets |
For international clients the GmbH Vorratsgesellschaft is the overwhelming favourite: you acquire not only a legal shell but also the €25,000 of paid-in share capital that sits inside it, giving the company instant working-capital credibility.
A new German GmbH takes 3 to 6 weeks to reach the Handelsregister. A Vorratsgesellschaft is already registered; the share transfer is legally effective once notarised. You can invoice, contract, hire and import on day three or four.
For a GmbH Vorratsgesellschaft, the €25,000 Stammkapital was already paid in at the original formation. You buy both the shell and the capital, no separate bank deposit run, no wire delays.
German suppliers, landlords and B2B buyers often run a Handelsregister check (via the Common Register Portal of the German federal states). A Handelsregister entry dated months or quarters in the past looks more substantial than a brand-new entry, useful for commercial credibility, credit lines and tender eligibility.
Every Vorratsgesellschaft we sell is delivered with a clean-slate warranty: no tax arrears, no employment history, no bank overdrafts, no pending litigation. The Notar’s due-diligence file is handed over on completion.
Several German banks apply faster KYC and onboarding to GmbHs with an existing Handelsregister history than to brand-new entities. For some international clients this is the decisive argument.
The Vorratsgesellschaft you acquire comes with a generic placeholder name (e.g. “VG 47 GmbH”). Immediately after transfer we notarise a name change, a registered-office change and a business-purpose amendment so the company reflects your chosen identity. One notary appointment handles all three.
Buying a company in Germany means buying its shares, so what follows is a notarised share purchase, not a new incorporation. Most of our buyers are based outside Germany, mainly in the United Kingdom, India and the United States, and they sign without travelling. The eight steps below run 3 to 7 working days from the moment your KYC file is complete, and the company is legally yours from the moment the deed is signed rather than from the moment the register catches up.
We send our live inventory: GmbHs and UGs of various ages and municipalities. You pick based on age, Stammkapital, Bundesland (e.g. Berlin, Bavaria, Hesse, North Rhine-Westphalia) and registered-office city.
Supply certified passport copies for every incoming shareholder and Geschäftsführer, a proof-of-address document dated within three months, and a brief note on intended business activity and source of funds. We run the standard AML checks.
The transfer of GmbH shares must be notarised, this is a mandatory feature of German corporate law under § 15 GmbHG. We draft the bilingual Anteilskaufvertrag and schedule the Notar. For foreign buyers, the deed can be signed in the home country and legalised with an apostille, or executed at a German consulate, or handled via video-notarization where eligible.
The outgoing director of the Vorratsgesellschaft is dismissed and your new Geschäftsführer is appointed. This is notarised in the same session as the share transfer.
The articles of association are amended to reflect the new registered office (Sitz), the new business purpose (Unternehmensgegenstand) and, most importantly, the new company name. Amendment is notarised concurrently.
The Notar electronically files the complete amendment package with the competent Handelsregister. The update is typically published within 5 to 10 working days. The company remains fully contractually capable during this interval; the Handelsregister entry merely catches up with the already-valid legal position.
The Finanzamt is notified of the change of shareholder and director; the existing Steuernummer and USt-IdNr. remain valid. The Transparenzregister is updated with the new beneficial owner.
You take over the existing Stammkapital account (and any other accounts we set up in advance), update signatory authority and are introduced to additional banking partners as required.
German tax law contains a significant anti-abuse rule aimed at the trade in company shells with accumulated tax losses. Under § 8c KStG, a direct or indirect transfer of more than 50% of a German corporation’s shares within five years triggers full forfeiture of existing loss carry-forwards; transfers of between 25% and 50% result in pro-rata forfeiture. § 8d KStG provides a limited continuation-bound relief, and the Sanierungsklausel (restructuring clause) shields genuine rescue transactions.
Because a Vorratsgesellschaft has never traded, it has no tax losses, no hidden reserves and no risk under § 8c. The Mantelkauf doctrine simply does not bite. This is one of the most important legal reasons to purchase a clean Vorratsgesellschaft rather than a used Mantelgesellschaft, and it is why reputable German practitioners uniformly recommend the former.
Before any Vorratsgesellschaft enters our inventory it passes through a four-point audit:
The complete due-diligence pack accompanies every company we sell.
Buyers looking for aged or dormant companies for sale usually want one of two things: an older Handelsregister date, or a company with no trading history behind it. A Vorratsgesellschaft gives both. Every entity in our inventory has been dormant since the day it was formed, confirmed by the Finanzamt as having no outstanding returns and no assessments, and we hold GmbHs with Handelsregister entries from a few months to 36 months old, so you can pick the registration date that suits the tender, credit application or supplier onboarding in front of you.
What we do not sell is the other kind of aged company, the Mantelgesellschaft that once traded and was later stripped back to a shell. Those carry historical liabilities and the § 8c KStG loss-carry-forward problem described above. If another provider offers you a German company with a long trading history, ask to see the Finanzamt clearance and the Schuldnerverzeichnis search before you sign anything.
Our German shelf-company inventory rotates constantly. Typical profiles available at any time include:
We do not publish the live list online for commercial-confidentiality reasons. Contact us for today’s inventory with prices, ages and Stammkapital details.
You buy a German company by acquiring its shares under a notarised Anteilskaufvertrag, which § 15 GmbHG makes compulsory for GmbH shares. In practice you send your KYC documents, choose an entity from our inventory, sign the deed in front of a Notar at home, at a German consulate or by video where the transaction is eligible, and the Notar files the change of shareholder, director, name, registered office and business purpose. Most transfers complete in 3 to 7 working days.
Yes. Our inventory holds GmbHs with Handelsregister entries from a few months to 36 months old, and every one of them has been dormant since formation: never traded, never invoiced, never on payroll. An older registration date reads better with suppliers, landlords and public buyers who run a Handelsregister check. What we do not sell is a previously trading Mantelgesellschaft, because that brings historical liabilities and the § 8c KStG restriction with it.
In German, the terms are Vorratsgesellschaft (pre-registered company held in reserve) and, less commonly and with different legal consequences, Mantelgesellschaft (a previously trading company stripped back to shell form). The English term “shelf company” normally translates to Vorratsgesellschaft in the reputable side of the market. ShelfCompanies24 exclusively sells never-traded Vorratsgesellschaften.
Most transfers complete in 3 to 7 working days from receipt of KYC documents: 24 to 48 hours for the notary appointment, another 3 to 5 working days for the Handelsregister to publish the amendment. The company is legally yours, fully contractually capable, from the moment the notarised Anteilskaufvertrag is signed.
Yes, fully. Vorratsgesellschaften are expressly recognised by German commercial law and the Bundesgerichtshof (Federal Court of Justice) has confirmed their validity in multiple decisions. The only legal peculiarity is the doctrine of “economic re-formation” (wirtschaftliche Neugründung), when a Vorratsgesellschaft is first activated, the directors must file a supplementary capital-confirmation declaration. We handle this automatically.
Yes. The name change is the first thing we notarise after the share transfer. Your company is reissued with its new name in the Handelsregister within 5 to 10 working days. You can also change the registered office, the business purpose, the financial year-end and the articles of association in the same notary session.
The sale of GmbH or UG shares is exempt from German VAT (Umsatzsteuer) under § 4 No. 8 lit. f UStG. Germany has no general stamp duty on share transfers. The main official cost is the notarial requirement for the Anteilskaufvertrag, which is charged under the statutory German notary tariff and scales with the declared share value. That step sits inside the scope we handle for you.
Every Vorratsgesellschaft has the original Stammkapital account with the bank that received the founding deposit. After transfer you become signatory on that account. We also introduce you to additional banking partners (Commerzbank, Deutsche Bank, HypoVereinsbank, Sparkassen, or challenger banks like Fyrst, Kontist, Qonto, Finom) for operational accounts with fuller service. See our German bank accounts page for detail.
Yes. Most of our non-resident clients never travel to Germany. The notarised Anteilskaufvertrag can be executed in your home country before a local notary and apostilled, or signed at a German consulate, or, for eligible transactions, through online video-notarization via the Bundesnotarkammer platform. We coordinate the courier, apostille and sworn-translation workflow.
Want to see today’s German shelf-company inventory? Contact our German desk, we reply with a live list of available GmbH and UG Vorratsgesellschaften, ages, prices and Stammkapital within one working day.