Shelf AG (stock corporation)
incl. EUR 50,000
(non-par registered shares)
- Properly founded
- With an entry in the commercial register
- No personal liability
- Free of encumbrances and liabilities
- Capital fully paid-up in bank account
- Articles of association in German/English
Reserve your company now free of charge and without any commitment
030 / 27 90 74 60
Buy a German AG and acquire legal capacity immediately
VRB founds AGs (stock corporations), which can be acquired quickly and easily. A stock corporation from VRB will see you up and running within 24 hours and avoid personal liability. Our high level of legal expertise and decades of experience guarantee a secure product and the best possible processing.
Buy an AG from the shelf instead of founding one, and save a lot of time and effort
Founding a German AG is considerably more complex and time-consuming than founding other types of companies. Many steps are required, and many parties involved from the initial notary appointment and opening a bank account to entering details in the commercial register. You should expect the process to take at least six weeks, even if you are well prepared. The exact duration cannot be planned. Unexpected delays may occur when opening an account due to the banks’ extensive auditing obligations. Read more at Founding a stock corporation.
By buying an existing AG, you skip essential parts of this time-consuming foundation process, in particular opening a bank account, and immediately have legal capacity without the risk of personal liability.
How to acquire an AG (German stock corporation)
After reserving your company, only three brief steps need to be taken before you can arrange an appointment with the notary. Find out more about this in the Purchase process menu item.
You acquire the shares and voting rights by way of signing a document in a private capacity. You will receive a draft share contract of purchase from us when you reserve the company. The entire process is managed exclusively via e-mail.
The shareholders' meeting, at which you amend the articles of association in line with your requirements and elect the new supervisory board, is then authenticated during the appointment with the notary.
The new supervisory board then meets, elects its chairman and deputy chairman, and also appoints the new company board of management. Passing this resolution by telephone, and making a record of it, is sufficient.
All amendments to the articles of association and new supervisory board and executive board appointments are registered with the commercial register. In that respect, the economic re-establishment of the company also needs to be disclosed and the associated assurances given. As soon as the notary has filed the application with the registry court, the stock corporation acquires full legal capacity without the risk of personal liability.
Registered office, bank account and tax number of the stock corporation
Our AGs have their registered office in Berlin or Frankfurt am Main. The registered office can, of course, be relocated upon acquisition.
Each AG has a bank account in which capital stock of EUR 50,000 is held. You can deal with matters involving the bank account without any urgency following the acquisition.
As a matter of principle, shelf companies do not have a tax number that can be used in business transactions. You can read more about why this is the case in the section entitled Shelf companies with a tax number.
FAQs about about the purchase of a shelf AG
- What is a shelf stock corporation (Vorrats-Aktiengesellschaft/AG)?
A shelf AG is a ready-made AG (stock corporation) that has been entered in the commercial register, has not conducted any business activity and can be taken over immediately by a purchaser. Shelf stock corporations are legally permissible provided they are openly founded, i.e. they are identifiable as a shelf company. All VRB stock corporations have been openly founded as shelf companies.
- What is the price of an AG?
An AG with fully paid-up capital of EUR 50,000 costs EUR 56,000. There are no additional costs on our part. Upon purchase, the purchaser will need to pay additional notary and court fees, the amount of which varies depending on the individual case.
- What needs to be considered when acquiring a ready-made AG?
The capital stock must be paid-up in full and freely available. The seller must be able to guarantee that the company has been properly founded and is free of encumbrances and liabilities. The choice of provider is therefore crucial. With VRB you choose an experienced provider with a high level of legal expertise.
- What distinguishes a shelf stock corporation from a shell stock corporation?
A shell company (“Mantelgesellschaft”) is a company that was once in business, but at the time of its sale is not engaging in business operations and usually lacks assets. It is, therefore, a used company. A shell company poses a risk in that it may have liabilities from the former business activity that have yet to be identified. By contrast, a shelf company has been founded specifically and exclusively with a view to subsequent sale. It is guaranteed not to have conducted any business activity and is, therefore, completely unused and unencumbered.
- What is an AG / Aktiengesellschaft?
The German AG (stock corporation) belongs to the category of joint-stock companies. It is a legal entity. Its share capital is at least EUR 50,000 and is divided into shares held by the partners – the shareholders. It has three executive bodies: shareholders' meeting, supervisory board and board of management. Its liability is limited to the company’s assets. Shareholders can be one or more natural persons or legal entities.
- What are the advantages of an AG?
As a joint-stock company, the liability of an AG is limited to its assets. Personal liability on the part of shareholders is excluded. AGs enjoy a good reputation among banks and business partners. Shares can be transferred easily. Unlike the German company with limited liability (GmbH), the assignment of interests need not be authenticated. In addition, the AG can be listed on the stock exchange without conversion.
- What are the disadvantages of an AG?
Founding an AG involves comparatively high costs and organisational effort. In addition, you need a lot of participants: As well as the founders, you need at least three other persons for the supervisory board and at least one for the board of management. The management and administration of an AG is very formalistic and involves greater effort and higher costs.
- How is an AG founded?
Anyone seeking to found a German AG needs to establish the company before a German notary, i.e. by authenticating the articles of association and taking over the shares in return for a contribution. In addition to the company name, registered office and object of the company, the articles of association determine the amount of capital stock, its division into shares and the class of shares. Usually, the company’s first supervisory board is also appointed in the same document, as well as the auditor, where applicable.
The supervisory board subsequently appoints the board of management, which then opens a bank account for the AG as soon as possible to which the founders transfer at least a quarter of the capital stock they have taken over. The deposit must be formally confirmed by the bank. A bank statement is not sufficient.
Opening the account may be subject to considerable delays: In accordance with the German Money Laundering Act (GwG), banks undertake to establish the beneficial owner of a company, and which business activities the company will perform. They, therefore, perform an extensive KYC (Know Your Customer) audit each time an account is opened, for which they require detailed information about the founders, the countries of origin and sectors involved. It is not uncommon for the bank to reject the opening of an account without further justification following an audit spanning several weeks.
The founders must submit a written report on the course of events leading up to the foundation (foundation report), which is checked by the members of the board of management and the supervisory board to ensure it is correct and complete, and about which they, in turn, draw up a report (foundation audit report). In certain cases, a foundation audit report by the notary, an auditor or a tax consultant is also required.
All parties involved, i.e. the founders, the supervisory board members and the members of the management board, must then sign the commercial register application. The notary submits this application. The AG including the limitation on liability, is only established once it is entered in the commercial register.
- How long does it take to found an AG?
Anyone seeking to incorporate a stock corporation should realistically expect it to take at least six weeks.
- A leading provider with more than 20 years’ market experience
- Owner-managed by licensed lawyers
- Our clients can contact us personally
- Optimised and flexible processes
- More than 8,000 sold shelf companies
- A wealth of experience with holding structures and individual solutionsn
- Suitable transaction power of attorney for your clients
- Wide range of German legal forms at various locations
Just a few steps need to be taken after reservation until you can purchase a shelf company. You determine whether and when you require the company. More about the process involved in purchasing a shelf company.