Shelf Company Ireland: Buy an Off the Shelf or Ready Made Irish LTD

What an Irish Shelf Company Is

An Irish shelf company is an LTD that was registered with the Companies Registration Office some time ago, has never traded and has been held dormant until a buyer takes over its shares and replaces its officers. It is also sold as an off the shelf company or a ready made company; the three names describe the same thing. Buying one is a share purchase. The company keeps its CRO number, its date of incorporation and its filing history.

This page covers what that registration is worth, how to check a company, how the transfer works and what a shelf company does not bring. Registering a new company is covered on our page on company formation in Ireland.

Private Limited Company vs Shelf Company

The two are often compared as if they were different legal forms. They are not. An Irish shelf company is a private company limited by shares, with the same one-document constitution, the same limited liability and the same filing duties as an LTD formed today. What differs is the starting point.

Point	New LTD	Shelf LTD
CRO number and certificate	Issued when the CRO registers Form A1	Already issued
Registry step before you control it	Form A1 waits in the CRO’s processing queue	None for the share transfer; officer changes follow on Form B10
Date of incorporation	The day of registration	The original date, which cannot be altered
Residence of directors	One EEA-resident director or a section 137 bond	The same rule, applied to the incoming board
Identity of new directors	PPS number or identified person number on Form A1	PPS number or identified person number on Form B10
Beneficial owners	First RBO filing within five months of incorporation	RBO updated within 14 days of the change
VAT	Applied for when the business needs it	Normally none; applied for on the same basis
Stamp duty	None on an issue of new shares	1% of the consideration, unless it is within the €1,000 threshold exemption

What the Existing Registration Changes, and What It Does Not

Two advantages are real. The first is the date. It is printed on the certificate of incorporation and shown on the public register, nobody can move it, and it is what a public body, a landlord or a supplier looks at when it wants a company that has been registered for a minimum time. A readymade company over 5 years old shows a run of annual returns with dormant financial statements: proof that the company existed and was kept in order, not that it did business.

The second is the queue. The CRO handles new incorporations in date order and sets itself a standard of ten working days from a correct ordinary online A1. An existing company does not wait for that: its shares change hands by a document the company registers itself, and the CRO learns of the new shareholder from the next annual return. Officer and office changes go to the CRO, but the company exists throughout and can sign contracts.

Several things do not change. A shelf company has no customers, no accounts with turnover, no credit record and normally no VAT number. Ready made companies with trading history are a different purchase: a company that has really traded carries its contracts, creditors, tax position and staff, and buying it calls for due diligence on all of them. The B10 notices of the new officers join the company’s file at the CRO, so a careful counterparty can see the change of hands, and the EEA-director rule and identity numbers apply as for a new company. If neither the date nor the speed matters to you, a new LTD is the plainer choice.

Checking an Irish Shelf Company Before You Buy

First, does the company still exist in good standing? A company that stops filing annual returns can be struck off; it is then dissolved, its assets pass to the State and limited liability ends. Most of this can be checked on CORE, the CRO’s online system, and in the seller’s documents.

Check	What a sound shelf company shows
Status	Registered, not struck off and not listed for strike-off in the CRO Gazette
Annual returns	Each Form B1 delivered within 56 days of its annual return date; a company under six months old has not reached its first one yet
Financial statements	Dormant accounts annexed to every return after the first
Officers	Only the seller’s director and secretary, ready to resign
Charges	No mortgage or charge registered against the company
Business names	None registered, or one the seller can explain
Company name	The name you want, or one you can change; the CRO refuses a change of name while annual returns are overdue

A late return also costs the company its audit exemption, the dormant company exemption included, for the next two financial years. Ask the seller for the certificate of incorporation, the constitution, the registers of members, officers and beneficial owners, the minutes and any share certificates, and for written confirmation of any Revenue registration, bank account, assets, employees or contracts.

How the Transfer of an Irish Shelf Company Works

The Companies Act 2014 lets a member transfer shares by an instrument in writing in any usual form, in practice a stock transfer form signed by the seller, with no notary. The buyer becomes the holder only when entered in the register of members, and the directors may decline to register a transfer unless the constitution says otherwise, so the seller’s board resolves to register it. The order matters: the company must never be left without a director, or without an EEA-resident director or a bond.

Step	What happens	Rule or deadline
1. Identify the incoming people	Each new director gives a PPS number or obtains an identified person number on Form VIF, signed in the witness’s presence; owners without a PPS number need one for the RBO	Needed before the CRO accepts Form B10
2. Sign the stock transfer form	The seller executes the form in favour of the buyer	Not filed with the CRO
3. Stamp duty	The buyer files a stamp duty return on ROS and pays 1% of the consideration; no return is needed where the consideration is within the €1,000 threshold and the transfer is not part of a larger transaction	Within 44 days of execution
4. Register the buyer	The directors enter the buyer in the register of members	The seller remains holder until then
5. Change the board	New director and secretary appointed with signed consents, then the seller’s officers resign; a sole director cannot be secretary	Form B10 within 14 days, signed by a serving officer
6. EEA residence	If no remaining director is EEA resident, a section 137 bond must be in force when the last one leaves	Bond valid for at least two years
7. Beneficial owners	The internal register is updated and the RBO notified online	Within 14 days of the change
8. Office and name	Form B2 for a new registered office, effective once registered; Form G1Q and an amended constitution for a new name	B2 within 14 days; G1Q within 15 days of the resolution
9. Revenue	Report material changes in the Statement of Particulars, or register the company for tax when the business starts	Within 30 days

Stamp duty is a tax set by law on the instrument, not a registry charge; once it is paid, ROS issues a stamp certificate that is attached to the stock transfer form. A 7.5% rate under special rules applies only to shares deriving their value mainly from Irish non-residential property, which a dormant shelf company does not hold.

Ready Made Company With a VAT Number

Buyers who ask for an Irish company with a VAT number usually want to trade in the EU from day one. Revenue does not register companies for VAT in the abstract: a company is registered because it makes or will make taxable supplies, and for an intra-EU number, the one other Member States can verify, Revenue asks for evidence of trade or a substantive intention to trade with them, such as invoices, contracts, leases or a detailed business plan. A dormant shelf company has none of that and normally holds no VAT number. Registration rests on the facts of a particular business, and Revenue must be told of changes within 30 days, so the buyer applies once the business is defined; it is compulsory once annual turnover passes €42,500 for services or €85,000 for goods.

Bank Accounts and Irish Shelf Companies

A bank account belongs to the company, so where a shelf company has one, it stays with the company through the share sale. After the change of ownership the bank repeats its checks on the new owners and directors and may keep the account, ask for more information or close it; nobody can promise the outcome.

Irish banks look at shelf purchases specifically. AIB’s business account form asks whether the company was bought off the shelf from a formation agent, and requires the agent’s representatives in the roles of director and secretary to be replaced by officers the company appoints, with the CRO notified. Every Irish bank must also confirm that the beneficial owners are entered in the RBO before it opens an account, so step 7 comes first. How each bank treats owners abroad is on our page on bank accounts for Irish companies, and the general mechanics of companies sold with an account are on shelf companies with bank accounts.

An Irish Shelf Company as a European Company

Searches for a European ready made company often lead to Ireland: the LTD is an EU company working in euro, with IE IBANs in the SEPA area. Ownership does not move its tax home. Revenue treats a company incorporated in Ireland as tax resident here unless a tax treaty makes it resident elsewhere, a rule that since the end of 2020 covers companies incorporated before 2015 as well. A shelf company bought from abroad is therefore taxed in Ireland at 12.5% on trading income and 25% on non-trading income.

What We Do for Buyers

We can supply a ready-made Irish company or, where a new one suits you better, form one. We prepare the stock transfer form, the board resolutions, the B10 and other CRO filings and the RBO update, help you prepare the bank application and, where we have a working contact at a suitable bank, introduce you; the bank alone decides. Where none of the incoming directors is resident in an EEA state, we can arrange one, together with a secretary or a nominee shareholder if needed, but only from a provider the Minister for Justice has authorised as a trust or company service provider, or from a solicitor or accountant under their own professional supervision; that director is bound by section 228 of the Companies Act 2014 like any other, and the RBO update names you as beneficial owner. More about the country is on our Ireland page.

Frequently Asked Questions about Irish Shelf Companies

How do I buy an off the shelf company in Ireland?

Check the company on CORE: status, annual returns, charges and officers. Your future directors give PPS numbers or obtain identified person numbers. The seller signs a stock transfer form, you deal with any stamp duty on ROS within 44 days and are entered in the register of members. Your officers are appointed and the seller’s resign, notified on Form B10 within 14 days, and the RBO is updated within 14 days. No notary or court takes part.

What is a shelf company?

A shelf company is a company registered in advance, kept dormant without trading and later sold to a buyer who takes over its shares and appoints its own officers. In Ireland it is an ordinary private company limited by shares, an LTD. What it offers is an existing registration: an earlier incorporation date and a CRO number already issued. It offers no trading record, because by definition it has never traded.

Is there stamp duty when buying an Irish shelf company?

Yes, at 1% on the stock transfer form, calculated on the consideration, or on market value where the shares are given. The buyer pays it by filing a return on ROS within 44 days of signing, and a late return brings a surcharge and interest. No duty is due and no return is filed where the consideration is within the €1,000 threshold and the transfer is not part of a larger transaction.

Do I need an EEA-resident director after buying the company?

Yes, or an alternative. Section 137 of the Companies Act 2014 applies at all times, so when the seller’s EEA-resident director resigns, the new board must include an EEA resident or the company must already hold a section 137 bond valid for at least two years. A United Kingdom resident does not count. A company that later shows Revenue a real and continuous link with economic activity in Ireland can obtain a section 140 certificate instead.

Can I change the name of a ready-made company?

Yes, by special resolution filed on Form G1Q within 15 days with an amended constitution. The Registrar must approve the name, refuses one identical or too similar to an existing name, and approves no change while the company is behind with its annual returns. The new name takes effect on the date of the certificate of change of name; the CRO number and incorporation date stay the same.

Do I have to come to Ireland to buy a shelf company?

Company law does not require it: the stock transfer form, the resolutions and the CRO and RBO filings are signed and filed without attending any office. Two steps can involve being somewhere in person. A director without a PPS number signs Form VIF in the physical presence of the witness, and some Irish banks verify directors’ identity in a branch or at a meeting.