We offer various shell companies which can be individually customised to the buyer's demands. Shell companies are available in every sector and mainly differ in important aspects such as amount of the share capital holding to be acquired and the associated amount of the free float. Different criteria for purchasing a shell company apply for each buyer. For instance, it may be of interest to acquire a shell with a relatively high share capital holding. This is the case when a holding is to be incorporated into the shell at very low book values. Of course, the free float also participates in this sort of favourable incorporation. On the other hand, it can be of interest to have a high free float if the shell has high cash balances which can then be “controlled” with a lower share capital holding. The share capital holding is also not decisive insofar as one has the relative qualified majority at the shareholder meeting (75% of the represented share capital). The 75% threshold is important for essential shareholder meeting decisions, such as corporate action and changes to the articles of association.
We act as a competent advisor for shell company acquisition in order to reach good solutions for the buyer(s), seller(s) and still outstanding shareholders. As we always only offer flawless shell companies, it often takes months or even years for a shell company to be approved for purchase. It is only offered to interested parties once our shell company experts have been able to ensure that a shell company is free of any bad debts such as liability risks, balance sheet risks, personal risks, cost risks, contractual risks, tax risks and process risks. This task is completed in the so-called due diligence in the lead-up to the sale of a shell. However, every buyer should carry out its own due diligence to assess the accepted characteristics of the shell company offered. The process for acquiring a shell company can be completed within a few weeks or even days.
In July 2003, the Federal Court of Justice enacted the so-called Old Shell Decree (FCJ, Resolution of 7/7/2003 – II ZB 4/02 / OLG Brandenburg). This states that when a corporation (GmbH (Ltd.), AG (plc)) is re-organised, the shareholders (partners) are liable pro rata for the difference between the nominal capital (subscribed capital) and the actually available share capital. This generally makes it necessary to adjust the share capital – as part of the items to be decided on anyway at a shareholder meeting – to the actually available share capital through a capital cut.