- →
-
Contact Form
-
A UK shelf company, also sold as an off the shelf company or a ready made company, is a private limited company that was registered at Companies House, has never traded and has been kept dormant until a buyer takes over its shares and its board. Buying one is a share purchase, not a new registration. The company keeps its number, its date of incorporation and its filing history; the buyer replaces the shareholder, the directors and the people with significant control (PSCs).
This page explains what a UK shelf company actually gives you, how the transfer works under the rules in force since 18 November 2025, what to check on the public register before you commit, and when a new company would serve you just as well. Registering one is covered on our page about UK company formation.
For Companies House a company is dormant when it has had no significant transactions in the financial year. Filing payments to Companies House, penalties for late accounts and the money paid for shares when the company was incorporated do not count, which describes the life of a shelf company exactly. A dormant company still files a confirmation statement at least every 12 months and annual accounts, and if it qualifies as small it may file dormant accounts without an auditor’s report. A new company that has not started trading is usually dormant for corporation tax as well.
Age decides what you will find on file. First accounts fall due 21 months after registration, so a shelf company younger than that may show only its incorporation documents and perhaps one confirmation statement. An older one shows a run of dormant accounts: a readymade company over 5 years old carries five or more years of them, which proves it existed and stayed clean, not that it did business. Once you start trading nothing has to be filed at Companies House to end dormancy, because your next accounts simply will not be dormant ones. HMRC is told by registering the company for corporation tax, and notice of the first accounting period is due within three months of its start (Finance Act 2004, s.55).
The one thing a shelf company has that a new company cannot have is an earlier date of incorporation. It is printed on the certificate, shown on the public register and cannot be altered by anyone, so it is genuine. Buyers want it when a supplier, a marketplace, a landlord or a tender asks for a company registered for a minimum period, or when they would rather not sign a first contract with a company number that is days old. A few want a name: a name the same as an existing company’s cannot be registered again, so buying the dormant company that holds it is sometimes the practical route.
Everything else tends to be oversold. Speed is no argument, since a new company registered online is usually live within 24 hours. A shelf company has no trading history, no accounts with turnover, no credit record and normally no VAT registration, which follows taxable turnover above the £90,000 threshold or a voluntary application. Ready made companies with trading history are a different purchase altogether: buying a business that has traded means due diligence on its accounts, contracts, tax and liabilities. The register also lists current and resigned officers and previous names with their dates, so anyone who looks can see that the company changed hands recently. If the incorporation date and the name do not matter to you, register a new Ltd instead.
People ask who the most trusted vendor of UK shelf companies is. The more useful question is whether the company in front of you checks out, and the Companies House register lets you test almost everything yourself: it shows the company details and date of incorporation, officers past and present, document images, mortgage charges, previous names and insolvency information.
| Check on the register | What a clean shelf company shows |
|---|---|
| Incorporation date and number | The date the seller states, matching the certificate of incorporation |
| Jurisdiction | England and Wales, Wales, Scotland or Northern Ireland; this cannot change after purchase |
| Filing history | Confirmation statements and dormant accounts delivered on time, nothing overdue |
| Charges | No mortgage or charge registered against the company |
| Officers and PSCs | Only the seller’s people, ready to resign once yours are appointed |
| Previous names | None, or a history the seller can explain |
| Insolvency | No insolvency information at all |
Ask the seller for the certificate of incorporation, the articles, the register of members, written confirmation that the company has no bank account, assets, employees or contracts (or, if it holds an account, with which bank and on what basis), and the company authentication code. That six-character code is the equivalent of an officer’s signature for online filing, so change it as soon as you control the company; a new one sent by post can take up to 10 working days.
Moving the shares of a private company involves no notary, no court and no approval by the registry. The order of the steps matters, however, because since 18 November 2025 Companies House accepts the appointment of a new director only once that person has verified their identity.
| Step | What happens | Deadline or rule |
|---|---|---|
| 1. Verify the incoming people | New directors and new PSCs verify through GOV.UK One Login or an Authorised Corporate Service Provider and receive personal codes | Directors before appointment; PSCs when added or within 14 days |
| 2. Sign the stock transfer form | The seller signs a stock transfer form transferring the shares to you | Stamp duty at 0.5%, rounded up to the nearest £5, where the consideration is over the £1,000 threshold |
| 3. Stamp or certify | Above that threshold a copy goes to the HMRC Stamp Office with payment; at £1,000 or less certificate 1 is completed and the form goes straight to the company | Within 30 days of signing and dating |
| 4. Register the transfer | You are entered in the register of members; a proper instrument of transfer must be delivered first (s.770) | Registered, or refusal explained, within two months of lodging (s.771) |
| 5. Change the board | Your director is appointed and the seller’s director resigns | Reported to Companies House within 14 days |
| 6. Update the PSCs | The seller ceases to be a PSC and you are added | Notified to Companies House within 14 days |
| 7. Office, email and name | Move the registered office and change the registered email address if needed; rename by special resolution if you wish | Each change takes effect when Companies House registers it |
| 8. Next confirmation statement | Shows the new shareholder and confirms that the intended future activities are lawful | At least every 12 months |
GOV.UK does not list a transfer of existing shares among the changes to report within 14 days; the new shareholder is shown through the shareholder information in the next confirmation statement, which you may file early. Issuing new shares is different and must be reported within one month. Since the 2025 reforms the company no longer keeps its own registers of directors or PSCs; the register of members is the one book you keep yourself.
Searches for a ready made company in Birmingham or the Midlands usually mean a local registered office. That is not fixed: after the purchase the office can move to any appropriate address in the same part of the UK, so an England and Wales company can take an office in Birmingham, Leeds or London. What cannot move is the jurisdiction. A company registered in Scotland remains a Scottish company and keeps its office there, and the same holds for Northern Ireland, so check the jurisdiction first if you need an English company. PO Boxes have been excluded as registered offices since 4 March 2024.
A UK shelf company is normally sold without a bank account, which is then opened after the transfer by a bank or an electronic money institution that accepts you. The United Kingdom is also one of the countries where buying a shelf company that already holds an account is a realistic option. That account belongs to the company and stays with it through the share sale, but the bank must apply its customer due diligence again when a customer’s relevant circumstances change (Money Laundering Regulations 2017, reg. 27(8)). It re-examines the new owners and directors and may keep the account, ask for more information or close it. A pre-banked company is therefore possible for a buyer the bank accepts, and only for such a buyer.
Published provider rules show why the choice of bank matters more than the choice of company. One provider cannot support dormant companies; a major bank will not open online for a company with changes on the Companies House register in the previous four days, which is precisely the position of a company just transferred. Several high-street accounts require a UK-resident person on the application. The detail for each provider is on our page on bank accounts for UK companies, and the general mechanics on shelf companies with bank accounts.
A ready-made company with a crypto licence is not something that sits on a shelf. UK shelf companies hold no authorisation or registration of any kind. A business providing cryptoasset exchange or custodian wallet services in the UK must register with the Financial Conduct Authority under the Money Laundering Regulations before it starts, and acquiring control of a firm that is already FCA-registered without FCA approval is a criminal offence. Buying a licensed company is a regulated acquisition, not a shelf purchase.
We can supply a ready-made UK company or, where a new one fits better, form one; we prepare the stock transfer form, the resolutions and the Companies House filings, help you prepare the bank application and, where we have a working contact at a suitable bank, introduce you, leaving the decision to the bank alone. Background on the country is on our United Kingdom page.
Choose a company and check it on the Companies House register. Your future directors verify their identity with Companies House. The seller then signs a stock transfer form, stamp duty is handled where it applies, and you are entered in the register of members. Your director is appointed, the seller’s director resigns and the PSC record is updated, each reported within 14 days. Nothing is notarised, and nobody needs to travel to the UK.
Stamp duty is charged on the stock transfer form at 0.5% of the consideration, rounded up to the nearest £5, when the consideration is over the £1,000 threshold. At or below that threshold you complete certificate 1, pay nothing and send the form straight to the company. Above it, a copy goes to HMRC and the duty is paid within 30 days of signing and dating; HMRC can charge a penalty for late payment.
No. A shelf company has by definition never traded, and its dormant accounts on the public register say so. Its value is the date of incorporation, not a track record. A company with genuine trading history is an operating business, and buying one is a business acquisition that calls for due diligence on accounts, tax, contracts, employees and liabilities. Be wary of any offer of history added to a shelf company afterwards, because the register shows when each document was actually filed.
Any age, provided it has been kept dormant and up to date. The date of incorporation is on the certificate and on the public register and cannot be changed, so a company described as five years old must show that date and a matching run of confirmation statements and dormant accounts. Age shows only that the company existed and stayed clean; banks and counterparties asking for trading figures will still want accounts with turnover in them.
No. Shareholders, directors and PSCs can live anywhere. Each new director must verify their identity with Companies House before being appointed, which works online with a biometric passport from any country, and each new PSC within 14 days of being added. The company keeps its registered office at an appropriate UK address. Where residence does matter is banking, since many UK business accounts expect a UK-resident person on the application.
Yes. The usual route is a special resolution of the shareholders, filed online or on form NM01 with a copy of the resolution; the articles may also provide their own method. The new name follows the same rules as a new registration: it ends in Limited or Ltd, is not the same as an existing name and avoids sensitive words without permission. It takes effect only when Companies House registers it, and the company number and incorporation date stay as they were.
Looking for a UK shelf company? Ask us which companies are available now, with their incorporation dates and jurisdiction, through our contact page, or by Telegram or WhatsApp on +48 663 247 166.