Shelf Company in Germany: Buying a Ready-Made GmbH (Vorratsgesellschaft)

German Shelf Company: What a Vorratsgesellschaft Is

A German shelf company, a Vorratsgesellschaft, is a GmbH, or now and then a UG, that was formed by notarial deed, paid in its capital, was entered in the Handelsregister and has since been kept without any business, so that a buyer can take it over and start one. Buying it means buying all of its shares and appointing a new managing director. It remains the same legal person with the same HRB number, the same date of articles and the same entry date, none of which can be changed later. German case law accepts companies formed for later use and attaches one condition to their first use, explained below.

What the buyer of a German shelf company takes over:

• All of the shares, which pass by notarial deed.
• The entry in Section B of the Handelsregister, open to anyone on handelsregister.de, and the shareholder list on file there, which will name the buyer once the notary files a new one.
• The capital paid at formation: in a GmbH no less than one quarter of every share and half the statutory minimum, in a UG the whole amount. Whether that money is still in the company is the first legal question of the purchase.
• The annual accounts for each completed year, which the company had to transmit to the Unternehmensregister.

What it normally lacks is a business, staff, customers and a trading record. It may also have no VAT identification number, which the BZSt issues only on application (section 27a UStG).

A Mantel is something else: the empty shell of a company that once traded. Buying one (Mantelkauf) brings that company’s past along, its contracts, claims, tax years and losses, while a Vorratsgesellschaft has no past beyond its own formation. Searching for a Vorratsgesellschaft in Poland instead? Polish law works differently; see our page on ready-made companies in Poland.

Economic Re-Formation: What the Register Court Must Be Told

German courts treat the moment a shelf company is given a business as an economic re-formation (wirtschaftliche Neugründung). The Federal Court of Justice applies the GmbHG rules that secure a new company’s capital, together with the register court’s control, by analogy, and draws no distinction between a company formed for this purpose and the reused shell of a former business (judgment of 6 March 2012, II ZR 56/10, following its decisions II ZB 12/02 and II ZB 4/02). In practice:

• the managing directors disclose the re-formation to the register court, together with the filing of any new name, seat or objects;
• they declare under section 8(2) GmbHG that the minimum contributions are paid and are still, or again, finally at their disposal;
• once the re-formation is properly disclosed, the capital need not be kept intact beyond that date, and the company can start its business straight away.

If the disclosure is left out, the shareholders answer for any gap between the registered capital and the company’s assets at the moment the re-formation first shows outwardly, either through the filing of amended articles or through the start of business. They have to prove that no gap existed, and the duty to fill it counts as a contribution in arrears on the share, for which a later buyer of that share is liable alongside the seller (section 16(2) GmbHG). The first check before buying is therefore plain: is the capital still there, and was any earlier activation disclosed?

How a German GmbH Changes Hands

Step	What happens	Legal basis
1. Checks before signing	Register extract, shareholder list, articles (which may make a transfer subject to the company’s consent), accounts in the Unternehmensregister, evidence of the capital	§§ 15(5), 40 GmbHG; § 325 HGB
2. Share purchase and transfer	Notarial contract between seller and buyer	§ 15(3), (4) GmbHG
3. New shareholder list	Signed and filed by the notary; the buyer counts as shareholder towards the company once it is in the register	§§ 16(1), 40(2) GmbHG
4. New managing director	Shareholder resolution; filing with the new director’s declaration that no disqualification applies	§§ 39, 46 GmbHG
5. Name, seat, objects	Resolution recorded by a notary, full text of the articles with the notary’s certificate; effective on entry	§§ 53, 54 GmbHG
6. Re-formation	Disclosure and capital declaration to the register court	BGH II ZR 56/10; § 8(2) GmbHG
7. Beneficial owners	New owners reported to the Transparenzregister without delay	§ 20 GwG
8. Trade and VAT	Gewerbeanzeige when the trade starts or the objects change; VAT identification number on application	§ 14 GewO; § 27a UStG

Only the share transfer has no video route. Section 16a BeurkG allows video deeds only where a statute admits them, and the GmbHG does so for the articles at formation and for unanimous changes to them, not for a transfer under section 15. The buyer, or someone acting for the buyer, therefore signs before a German notary or a German consular officer abroad, whose deed counts as a German notarial deed (section 10 KonsG). The later resolutions, if unanimous, and the register applications can be done by video (section 53(3) GmbHG, section 12(1) HGB), but only for a person holding an electronic ID that section 16c BeurkG accepts.

Two timing rules matter. Towards the company the buyer is a shareholder only once the new list is in the register, although acts taken in between become effective if the list is filed without delay (section 16(1) GmbHG). A new name, seat or objects has no legal effect before its entry (section 54(3)).

Shelf GmbH or Shelf UG

A ready-made UG, sometimes called a Vorrats-UG, is a UG like any other. Its capital was paid in full and in cash, it must still put a quarter of each year’s net income into the statutory reserve, and that duty continues until the capital is raised to EUR 25,000 (section 5a GmbHG). A shelf GmbH carries registered capital of at least EUR 25,000, of which at least EUR 12,500 was paid at formation. Any part still unpaid falls due when the shareholders call it in, and after the purchase that obligation sits with the buyer as well (sections 16(2) and 46 no. 2 GmbHG). The bank statement, not the register, shows whether the capital is still there.

Losses, Section 8c KStG and the Mantel Problem

German tax law cuts off losses when ownership changes. If more than 50% of a company’s capital or voting rights pass within five years to one acquirer, to persons close to that acquirer or to a group of acquirers with aligned interests, its unused tax losses up to that point can no longer be deducted (section 8c(1) KStG), with exceptions for certain transfers inside a wholly owned group, for losses covered by hidden reserves and for rescue acquisitions (section 8c(1a)). Section 8d KStG keeps losses alive on application only where the company has run exclusively the same business since formation or for at least three years, and never for losses from before a business was discontinued or left dormant.

For a never-traded shelf company the rule takes little away, because its losses can only come from its own formation and upkeep. For a former trading company bought as a shell it can remove the whole loss carryforward. VAT law draws the same line and names both: a Vorratsgesellschaft files monthly VAT pre-returns in the year it actually starts business and in the following year, and a taken-over Firmenmantel does so from the takeover (section 18(2) UStG). The share sale itself is exempt from VAT (section 4 no. 8 letter f UStG), and real estate transfer tax reaches it only where the company owns German land (section 1(2b) GrEStG), which a company kept on the shelf normally does not.

Your Name in the Register and in the Transparenzregister

The purchase becomes a matter of public record. The shareholder list in the Handelsregister names each individual shareholder with surname, first name, date of birth and place of residence, or a corporate buyer with its name, seat and register number (section 40 GmbHG), and anyone can inspect it (section 9 HGB). The managing directors appear in the entry itself. The beneficial owners, meaning every individual holding more than 25% of the capital or votes directly or through companies, or controlling the GmbH in another way, go to the Transparenzregister, which the company must update without delay; shareholders have to give the company the information it needs (sections 3 and 20 GwG). Only authorities, banks and other obliged entities doing their checks, and people with a legitimate interest, may see that register (section 23 GwG).

Bank Account After the Purchase

Pre-banked German shelf companies are not readily available; our page on shelf companies with bank accounts lists Germany among those countries. Plan for the company to open an account after the transfer. Any account a shelf company does hold belongs to the company and stays with it, but the bank re-checks the new owners and managing director and may keep it, ask for more or close it. A German bank taking on a GmbH must obtain proof of its Transparenzregister registration or an extract (section 12(3) GwG), so that filing comes before the bank appointment. Our page on bank accounts for German companies sets out what German banks ask for.

When a German Shelf Company Brings Nothing Over a New GmbH

In Germany the honest answer is often to form a new company. A founder who can use the video procedure can have a GmbH formed by individuals with a Musterprotokoll entered as a rule within five working days of a complete application (section 25(3) HRV), while buying a shelf company needs a deed in person or at a consulate for the share transfer, a capital declaration on activation and a register entry for every change of name, seat or objects. A ready-made company earns its place where one of these matters more:

• the company must already exist when a contract is signed, so that nobody is personally liable for a company still awaiting its entry (section 11(2) GmbHG);
• a counterparty or a tender asks for a company registered before a given date, which the register shows;
• the capital is already paid in, so the buyer’s task is to verify it rather than to arrange a first deposit.

Our guides to aged shelf companies and to company formation in Germany cover the other side of the choice, and the Germany overview covers the country in general.

What we do: we can supply a ready-made German GmbH or form a new one, prepare the share transfer and the resolutions for the notary together with the Handelsregister and Transparenzregister filings, help prepare the bank application and, where we have a working contact at a suitable bank, make an introduction, while the bank alone decides on the account.

Frequently Asked Questions about Shelf Companies in Germany

Can a foreigner buy a shelf company in Germany?

Yes. German company law has no nationality or residence rule for shareholders or managing directors, so an individual or a company abroad can buy every share of a GmbH and appoint any director who is not disqualified. The company keeps a domestic business address, the buyer signs the transfer before a German notary or consul or through a representative, and the buyer’s name then appears in the public shareholder list.

Can I buy a German shelf company online?

Not completely. The share transfer must be a notarial deed under section 15(3) GmbHG, and the video procedure of the Bundesnotarkammer is not available for it, so the buyer or a representative signs in person at a notary’s office or a German consulate. The later resolutions and register applications can be done by video if the person holds an electronic ID accepted under section 16c BeurkG.

What is the difference between a Vorratsgesellschaft and a Mantelkauf?

A Vorratsgesellschaft was formed to be sold and has never run a business; a Mantelkauf is the purchase of the empty shell of a company that once traded. Both count as an economic re-formation when put to use, with the same capital declaration to the register court. The shell, though, keeps its history, and its tax losses are lost under section 8c KStG once more than half the shares change hands, unless an exception applies.

Do I have to pay in the share capital again?

Not a second time, but the capital has to be there. On activation the managing directors declare to the register court that the minimum contributions are paid and at their disposal, as at a formation. If the company’s assets have fallen below its registered capital, the gap must be made good, and if the re-formation is never disclosed, the shareholders, a buyer included, are liable for the gap that existed when it first became visible.

Does a German shelf company come with a bank account?

Not as something to count on. Our offer page lists Germany among the countries where pre-banked shelf companies are not readily available. Where a shelf company does hold an account, it belongs to the company and stays with it, but the bank reviews the new owners and managing director and decides whether to keep it, ask for more or close it. Plan for a new account after the purchase.

Is a ready-made GmbH faster than forming a new one in Germany?

Not necessarily. A GmbH formed by video by individuals with a Musterprotokoll is to be entered as a rule within five working days of a complete application. A purchase skips that entry but adds a deed in person or at a consulate, the capital declaration and an entry for each change. Its real advantage is that the company already exists, so nobody signs contracts with the personal liability of the pre-registration phase.