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Shelf Company in Germany — Operate in Days, Not Weeks.
Buy a pre-incorporated, dormant German UG or GmbH with an existing Handelsregister entry. Trade immediately — no formation wait, established company age, clean history certified in writing.
A shelf company (Vorratsgesellschaft) is a legally incorporated, fully registered entity held dormant — never traded, never accrued liabilities — available for immediate ownership transfer. The BGH distinguishes a Vorratsgesellschaft (never traded — what we sell) from a Mantelgesellschaft (formerly active, now empty — higher risk). We hold a live inventory of clean German shelf UGs and GmbHs — registered across Berlin, Munich, Hamburg, Frankfurt, Cologne, Düsseldorf, and Stuttgart — and source additional entities on demand by age, location, capital, or business purpose. Each price is all-in — it includes the company's paid-in share capital (held as the company's bank balance) plus our service and transfer fee.
| Factor | Shelf Company | New GmbH Formation |
|---|---|---|
| Timeline to operate | 2–5 days | 3–6 weeks |
| HRB number | Day 1 | Week 3–6 |
| Company age | Established date | Brand new |
| All-in price | UG €3,500 · GmbH from €28,900 (incl. €25K capital) | €1,500–€3,000 fees + €25K capital |
| §21 AufenthG visa | Yes | Yes |
Step by step, handled for you.
Browse Inventory
Live inventory of clean German shelf UGs and GmbHs — registered across Berlin, Munich, Hamburg, Frankfurt, Cologne, Düsseldorf, and Stuttgart. Additional entities sourced on demand by age, location, or capital within 5–10 business days.
Due Diligence Package
Interim balance sheet (≤30 days), debt-free confirmation, Handelsregister excerpt, tax-clearance letter, zero-activity representation.
Share Transfer
Notarised share transfer under GmbHG §15 Abs. 3. Old directors formally discharged.
Director Registration
New management registered in Handelsregister. BGH II ZR 154/04 economic new formation disclosure filed.
Name + Articles Update
Optional name change and articles amendment — separate notarial act, typically 1–2 additional weeks.
Operational Handover
Bank account, tax registration, accounting handover. Transparenzregister updated with new UBO.
The BGH Economic New Formation Rule — Mandatory Reading
BGH II ZR 154/04 established that activating a shelf company is treated as a new incorporation event for capital protection purposes. Three consequences every buyer must understand:
We exclusively offer Vorratsgesellschaften — entities that have never conducted operational business since founding. We do not sell Mantelgesellschaften.
- →Handelsregister re-disclosure required at first substantial commercial activity
- →Capital must be undepleted — full originally paid-in share capital must be present at reactivation
- →Unterbilanzhaftung — directors personally liable for any shortfall between registered capital and actual net assets
- →Insist on: interim balance sheet ≤30 days old, seller indemnity, zero-activity representation, tax-clearance letter

Shelf GmbH vs New Formation — Which Fits Your Timeline?
| Your priority | Shelf GmbH | New GmbH Formation |
|---|---|---|
| Trade within days? | YES — HRB exists from Day 1 | NO — 3–6 weeks |
| §21 AufenthG visa? | YES — German entity qualifies | YES |
| German VAT (USt-IdNr)? | Reactivatable in days | Issued at registration |
| Established company age? | YES — pre-dated entity | NO — brand new |
| Lowest total cost? | Premium for speed and age | Cheapest if you can wait |
Acquiring a Shelf Company — 5 Steps
Browse Inventory
Review clean dormant companies with no history
1 dayAML & KYC Checks
UBO verification and compliance clearance
1–2 daysNotarial Share Transfer
Ownership deed authenticated by notary
1 dayHandelsregister Update
New shareholders and directors registered
1–2 weeksImmediately Operational
Company can trade under existing registration
ActiveBrowse Inventory
Review clean dormant companies with no history
1 dayAML & KYC Checks
UBO verification and compliance clearance
1–2 daysNotarial Share Transfer
Ownership deed authenticated by notary
1 dayHandelsregister Update
New shareholders and directors registered
1–2 weeksImmediately Operational
Company can trade under existing registration
ActiveCommon questions.
What types of shelf companies are available?
We hold a live inventory of German shelf UGs (haftungsbeschränkt) and GmbHs registered across Berlin, Munich, Hamburg, Frankfurt, Cologne, Düsseldorf, and Stuttgart — each clean (never traded), with paid-in capital and full documentation. UGs offer a low-capital, budget entry; GmbHs carry €25,000 Stammkapital and stronger credibility. We also source additional entities on demand by company age, registered location, or capital within 5–10 business days.
What does "clean history" mean?
The company has never traded, has no liabilities, no employees, no contracts, and no tax filings beyond initial registration. We confirm this with an interim balance sheet (≤30 days), a debt-free confirmation, and a zero-activity representation.
What is the BGH economic new formation rule?
BGH II ZR 154/04 established that activating a shelf company is treated as a new incorporation event — capital must be undepleted, directors must make a re-disclosure to the Handelsregister, and directors/shareholders face personal liability (Unterbilanzhaftung) for any capital shortfall at reactivation.
Can a shelf GmbH be used for a §21 AufenthG visa?
Yes. A shelf GmbH is a German legal entity and satisfies the §21 AufenthG self-employment visa requirement. Because the Handelsregister entry already exists, it supports a visa application faster than waiting for a new formation to complete.
Why buy a shelf instead of forming a new company?
Key reasons: immediate operability (no 3–6 week wait) and established company age (important for bank accounts, contracts, and tenders). If you can wait 3–6 weeks, a new formation is cheaper — you avoid our service fee (roughly €2,500–€15,000 above the capital, rising with the entity's age).
Can the shelf company name be changed?
Yes. A name change requires a notarial resolution and Handelsregister amendment — typically 1–2 additional weeks. We handle the process including the BGH re-disclosure requirement.
What due diligence should I perform before buying a shelf GmbH?
Essential checks: current Handelsregister extract (confirm no pending proceedings), interim balance sheet dated within 30 days (confirm zero assets and liabilities), written confirmation from the seller of no outstanding contracts or obligations, ELSTER confirmation of no tax filings or assessments, and a BZSt certificate that no VAT number is active. We provide this checklist as standard in our shelf acquisition process.
How much does a German shelf company (UG or GmbH) cost?
Our prices are all-in — each includes the company's paid-in share capital (held as its bank balance) plus our service fee. A brand-new UG (haftungsbeschränkt) starts at €3,500 (low capital + service). A new GmbH is from €28,900 — that is €25,000 Stammkapital plus a service fee of roughly €3,900–€6,500. Aged GmbHs cost more (a 2–4 year entity around €32,000–€36,000, a premium 5+ year vintage up to €40,000), because the service premium rises with company age and its banking/tender credibility. Add notary share-transfer costs (approximately €500–€900) and Handelsregister amendment fees. By comparison, forming a new GmbH yourself costs roughly €1,500–€2,500 in fees plus the €25,000 capital you must inject and a 3–6 week wait — the shelf premium buys speed and established age.
What is Unterbilanzhaftung and does it apply when acquiring a shelf GmbH?
Yes. Under BGH II ZR 154/04, activating a shelf GmbH is treated as a new formation event. If the company net assets at reactivation are below the stated share capital (because prior fees have reduced equity), directors and shareholders face personal liability for the shortfall (Unterbilanzhaftung). Always confirm the interim balance sheet is dated within 30 days of reactivation and shows undepleted capital.
Does acquiring a shelf GmbH avoid the notarisation requirement?
No. Activating a shelf requires a notarised act: appointment of new director(s), any address change, and Handelsregister re-disclosure under the BGH doctrine. The notary cost is comparable to a new formation. The advantage of a shelf is speed (the HRB number already exists) and established company age — not bypassing the notarisation step.
Your ready-made German company, available now.
View our live German shelf UG & GmbH inventory or speak to us about a custom-sourced entity — clean, dormant, and ready to transfer within days.
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