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A ready made company in the USA, also sold as a shelf corporation, a shelf LLC, a pre-registered company or an aged corporation, is an entity formed under one state’s law and then left unused until a buyer takes it over. Michigan’s Attorney General described it in 2024 as a business entity formed and then stored, as if on a shelf, to age while it waits for a buyer. Buying one is not a registration. You acquire the stock of a corporation or the membership interest in an LLC, and the entity keeps its name, its state file number and its date of formation.
“Ready made limited company” and “buy a limited company” are British expressions; American law has no limited company, and its counterparts are the LLC and the corporation. For a UK Ltd, see our page on UK shelf companies. “Ready made company in Georgia” may mean the US state, covered here, or the country in the Caucasus, which has its own page on ready made companies in Georgia. And a US LLC owned from abroad, sometimes sold as a ready made offshore company, is nothing of the kind: it is a domestic US entity with federal filing duties of its own.
| Comes with the entity | Does not come with it |
|---|---|
| Its formation date on the state record; Florida’s annual report restates the date of organisation every year | Business credit: an entity that never borrowed, leased or paid a supplier has no payment record for anyone to report |
| Its state file number, and its name on that state’s register only | Trading history, turnover or accounts showing business done |
| Its filing history, if every annual report was delivered | A tax history beyond nil or information returns |
| An EIN, but only if the seller obtained one | A tax status of its own, because classification follows the new owners |
| A registered agent, which you may keep or replace | A bank account, contracts, employees or licences |
An LLC’s federal classification depends on how many members it has: a single-member LLC is disregarded, and under Treasury Regulation 301.7701-3(f)(2) it becomes a partnership as soon as it has a second member, and back again when it returns to one. An S election cannot survive a foreign buyer, because an S corporation may not have a nonresident alien stockholder. After an elective change on Form 8832 a further election is generally barred for 60 months, unless the IRS permits it, which the regulation allows where new owners hold more than half.
The name is protected only in the entity’s own state; trading elsewhere means registering there as a foreign entity, and Florida, for one, lets a foreign LLC whose name does not comply use an alternate name.
Some sellers market aged corporations with a promise attached: buy an entity formed years ago and lenders, lessors and suppliers will treat it as an established business. An entity that sat unused has no credit file, no accounts and no customers, and its age proves only that a filing was made on a certain date. Presenting that date as years of operation is where the legal risk begins.
In July 2024 the Michigan Attorney General ended an investigation into a Wyoming-based company formation provider with an Assurance of Voluntary Compliance and Discontinuance filed in the Ingham County circuit court, over alleged breaches of the Michigan Consumer Protection Act. As alleged in the Attorney General’s notice, the firm marketed shelf companies as a way to deceive consumers and win favourable treatment in bids and equipment leasing that a business weeks or months old would not get. It agreed to stop selling and creating aged Michigan shelf companies and to dissolve those it held. At federal level, knowingly making a false statement to influence an FDIC-insured bank on a loan application is an offence under 18 U.S.C. 1014. We do not sell a US entity as a route to credit, and offers of shelf corporations with credit lines attached or with no money upfront are a reason to walk away.
Ownership is recorded in the entity’s own documents, the operating agreement or the stock ledger, not in the state formation filing. The sale is a contract between seller and buyer, after which the state and the IRS are told about the people and addresses that changed.
| Step | What happens |
|---|---|
| Identity checks | The buyer, and the people behind any buying company, are identified first |
| Sale document | LLC: assignment of the membership interest and admission of the buyer as member under the operating agreement. Corporation: stock purchase agreement, with the stock ledger and any certificates updated |
| Management | The outgoing manager or managing member resigns and the buyer’s appointee takes over; in a corporation the directors resign and the new board appoints officers |
| State record | Updated where it names the seller’s people: a Texas certificate of formation names the initial managers or members and can be changed by certificate of amendment, Form 424; a Florida annual report names at least one person with authority to manage, current on the day it is delivered |
| Registered agent | Kept or replaced; Texas uses Form 401, and in Florida a successor agent files a written acceptance |
| IRS | The EIN stays with the entity; the change of responsible party goes on Form 8822-B within 60 days |
| FinCEN | Nothing to file: a company formed in the United States is not a reporting company |
Shelf companies with a working bank account are not readily available in the US: banks treat a new beneficial owner as a new customer relationship and run full onboarding, so the company changes hands without a usable account and banking is arranged afterwards. Under FinCEN’s customer due diligence rule the bank identifies each individual owning 25% or more, and one person with significant control, when the company opens its account. Our page on bank accounts for US companies covers what banks and platforms ask of foreign owners.
| Check | Why it matters |
|---|---|
| Status on the state register | An entity that skipped its annual filings may already be dissolved. Florida’s statute provides for administrative dissolution of an LLC whose annual report has not arrived by the third Friday in September; in Wyoming an annual report unpaid 60 days after its due date makes the entity subject to dissolution |
| Formation date and file number | Both appear on the state’s own record, so no seller can alter them |
| Texas franchise tax | Each Texas LLC or corporation files with the Comptroller every year by 15 May, an information report if no tax is due, so check its standing there too |
| Federal returns | A corporation must have filed Form 1120 for every year since formation, income or not; a single-member LLC owned by a foreign person needs Form 5472 for each year with reportable transactions |
| EIN confirmation | The IRS letter (CP 575 or 147C) in the exact company name, which banks ask to see |
| Liabilities | Written confirmation that there are no debts, contracts, employees, accounts or licences |
Licences need their own warning, because ready made MSB companies and companies with licences are frequent requests. A FinCEN registration as a money services business is a registration, not a licence, and it does not pass quietly with the shares: a transfer of more than 10% of the voting power or equity interests requires re-registration within 180 days (31 CFR 1022.380). State money transmitter licences are a separate matter for each state’s regulator. Treat a US company sold with a licence as a regulated acquisition, not a shelf purchase.
Wyoming. Aged Wyoming corporations are much searched for. A Wyoming LLC’s articles name the registered agent and the company’s addresses, not its members, so the public file says little about ownership; what it does show is whether every annual report, due on the first day of each anniversary month, was filed.
Florida. A Florida shelf LLC shows more than most: each annual report gives the date of organisation, the EIN or whether one has been applied for, and at least one person with authority to manage. Expect the seller’s manager on the record until a report is filed in your name, and treat a gap in the annual reports as a warning.
Texas. Ready made companies in Texas pay no corporate income tax but carry the yearly franchise tax filing; under the Comptroller’s threshold no tax is due, yet the information report is still filed.
Georgia. In the US state, corporate income tax is 4.99% from 1 January 2026; check an entity’s status with the Secretary of State before relying on its age.
Delaware. Shelf companies there are covered on our Delaware pages; see the Delaware hub. A Delaware LLC files no annual report but pays an annual tax by 1 June, so ask for evidence that it was paid every year.
If nobody you deal with will ask how old the entity is, a shelf company has no advantage. A new LLC can be filed online in Wyoming or Texas with your own name and documents from the start, and the EIN application is the same either way. A shelf entity brings a seller’s history to check and, in Texas or Florida, a public record showing the seller’s people until it is updated. Buy one when a counterparty asks for an entity formed before a given date, not for years of trading, and you are content for its age to be presented as nothing more than age. Otherwise read our page on company formation in the USA. Our aged shelf companies guide compares other countries.
We can supply a ready-made LLC or corporation, or form a new one; prepare the transfer documents and the filings with the state and the IRS; and help prepare the bank application. Where we have a working contact at a suitable bank or platform we introduce you, and the decision stays with the bank. A company you buy keeps its duty to maintain a registered agent in its state of formation, and if you change agents we arrange one that satisfies that state’s statute; the agent’s role is limited to receiving legal papers, it appears in the public state record, and it takes no part in owning or running the company. More about the country is on our USA hub.
Ask us which US shelf companies are available now, in which states, and with what filing history behind them. Contact us, or message us on Telegram or WhatsApp at +48 663 247 166.
A shelf corporation is a US corporation, or with a shelf LLC a limited liability company, formed under a state’s law and kept unused for later sale. It has a real formation date and file number, but no trading or credit record. The buyer takes over the stock or the membership interest, replaces the directors or managers, and reports the new responsible party to the IRS.
Not in any reliable way. An aged corporation has no payment history, so a lender has nothing to rely on except its formation date. Michigan’s Attorney General acted in 2024 against a seller alleged to have marketed shelf companies as a way to win favourable treatment in bids and equipment leasing, and a false statement to influence an FDIC-insured lender is a federal offence. Credit has to be built by the business itself.
Not readily. US banks treat a change of beneficial owner as a new relationship and run full onboarding, so a US shelf company is transferred without a usable account. The bank then decides on the new owners as for any new company. We help prepare that application and, where we have a working contact, make an introduction.
Yes. No state requires LLC members or managers, or the stockholders and directors of a corporation, to live in the United States. Two consequences follow from foreign ownership: a corporation cannot keep an S election once a nonresident alien holds stock, and a single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 for each year with reportable transactions, on paper or by fax.
No. A shelf company over five years old has five years on the state register and, if it was kept properly, five years of annual reports and nil or information returns. It has no customers, no accounts with turnover and no credit record. A company with real trading history is an operating business, bought with due diligence on its accounts, contracts, taxes and liabilities.
No. Since March 2025 entities formed in the United States have been outside the Corporate Transparency Act reporting rules, and the final rule effective 14 August 2026 made that permanent. A change of owner of a US-formed shelf company therefore means no FinCEN filing. The IRS still has to be told about the new responsible party on Form 8822-B within 60 days.
Choose the state and form, then check the entity on the state register: status, formation date and annual filings. Ask for its formation document, operating agreement or bylaws, ownership records, EIN letter and federal returns. After identity checks the stock or membership interest is transferred, management changes, the state record and registered agent are updated where needed, and Form 8822-B goes to the IRS.