A shelf company is a limited company that was incorporated in advance, kept dormant and then sold "off the shelf" to a buyer, who takes it over by acquiring its shares and replacing its directors. The main attraction is an older incorporation date. The speed advantage has largely gone: Companies House charges £100 to incorporate a new company online and £156 for same-day incorporation through software, while renaming a shelf company costs £20, or £85 same day.
How a shelf company differs from a new incorporation
A formation agent or law firm incorporates the company, keeps it dormant and files its accounts and confirmation statements each year. Companies House guidance says a dormant company "must still file annual accounts and a confirmation statement", so a well-kept shelf company has a clean, if empty, filing history. When it is sold, nothing new is created: the same legal entity, with the same company number and incorporation date, simply changes hands.
With a new incorporation, you choose the name, articles, shareholders, directors and SIC codes from day one. With a shelf company, you inherit all of those and then change what you need to.
Advantages and disadvantages
| Point | Shelf company | New company |
|---|---|---|
| Incorporation date | Earlier date on the register | Today's date |
| Trading history | None, if it really has been dormant | None |
| Name | Inherited; changing it is a separate filing | Chosen at incorporation |
| Companies House cost | Name change £20 online, £85 same day, plus the seller's price | £100 online, £124 paper, £156 same day |
| Risk | Depends on the seller's record-keeping and warranties | No history to inherit |
An older incorporation date can help where a tender, lender or supplier asks how long a company has existed. But a careful counterparty will also look at the filing history, and a company that has filed only dormant accounts has no trading record to show, so the benefit is often smaller than it seems.
The main risk is the unknown. If the company has ever traded, signed a contract or granted a charge, the buyer inherits that. A reputable seller will give written warranties that the company has never traded and has no liabilities, and the buyer should check the public register for charges, overdue filings and past officers before completing.
Taking over a shelf company: the steps
- Transfer the shares. The seller's subscriber shares are transferred to you on a stock transfer form, and the company updates its register of members. Stamp Duty is 0.5% but only applies where the transaction "is over £1,000", so a transfer for £1,000 or less has none to pay. Budget 2026 announced that Stamp Duty on shares will be replaced by a new Securities Transfer Tax from late 2027. See our guide to the stock transfer form;
- Appoint new directors and remove the old ones. Companies House must be told "within 14 days" of changes to directors. Every new director must have verified their identity and, Companies House says, will need to provide their personal code "as part of your appointment filing" (see our guide to identity verification);
- Update the PSC register. The seller's nominee stops being a person with significant control and you become one. Changes to PSC information must be notified "within 14 days of confirming the change", and each new PSC has a 14-day period to provide their own personal code. Our guide to PSCs explains who counts;
- Change the name if you need to. A name change by special resolution can be filed online for £20, or £85 for the same-day service; the name "will not officially change until Companies House registers it";
- Move the registered office and update the SIC codes. A new registered office must stay in the same jurisdiction (England and Wales, Scotland or Northern Ireland), and new SIC codes are filed with the next confirmation statement;
- Tell HMRC when trading starts. HMRC says "you must tell HM Revenue and Customs (HMRC) if your dormant company or association starts trading again", which you do by registering for Corporation Tax in the business tax account.
Worked example: shelf company or new company?
A client needs a company in place within a day to sign a contract. Option one: buy a two-year-old shelf company, change its name the same day (£85) and appoint the new director, who has already verified their identity. Option two: incorporate a new company the same day through filing software (£156).
The Companies House fees differ by £71, but the shelf company also has the seller's price on top, and it brings two years of history the client needs to check. Unless the client specifically needs the older incorporation date, the new company is usually simpler. Our guide to what it costs to set up a limited company sets out the other costs that apply either way.
Accounts and tax after the takeover
The shelf company keeps its accounting reference date unless you change it. HMRC notes that a restarted dormant company should already have been filing accounts each year, "so your reporting dates stay the same", but its Corporation Tax accounting period "begins when your company restarts business activities". The first accounts after the takeover may therefore cover a period that is partly dormant and partly trading, which is worth planning with your accountant before the first year end.
Also check the inherited SIC code. A shelf company may be registered under 99999 (dormant company) or a generic code, which should be updated to reflect the real activity on the first confirmation statement after trading starts. Our guide to SIC codes explains how to choose one.
Primary sources: Companies House's fees list, guidance on making changes to your company and verifying your identity, and HMRC's guidance on restarting a dormant company and tax when you buy shares.
If you are weighing a shelf company against a new one, our company formation team can set up either and handle the transfer filings, and our company secretarial services keep the registers and Companies House filings up to date afterwards.