As a small business owner, it’s smart to look for ways to help your company get ahead. However, there’s a difference between trying to get ahead and looking for potentially detrimental shortcuts. Shelf corporations may fall into the latter category.

Shelf companies are formed for the purpose of being sold off, after you establish excellent business credit scores. There’s just one problem: If you purchase a shelf corporation and use it to access small business loans, you might be guilty of committing fraud.

What Is a Shelf Corporation?

A shelf corporation, also known as a “shelf company” or “aged shelf corporation,” is a corporation that’s formed and then “put on a shelf” where it will age for several years. The company doesn’t engage in real business and often has no real assets. But its owners may establish business tradelines to create a corporate credit profile and score through the business credit bureaus.

Shelf corporations may or may not have an employer identification number (EIN) from the IRS. A shelf corp might also feature several years’ worth of filed tax returns and even a business bank account with a real financial institution. These steps are taken in an effort to make the company appear legitimate and well established in the eyes of others. However, many buyers of shelf corporations are looking for an entity without any of these things to make the buying process smoother.

The reason a shelf corp is often formed in the first place is with the goal of selling it down the road to someone else. The buyer is usually someone who’s willing to pay for the value of the shelf corporation’s credit rating and age. However, it’s important to keep in mind that current requirements to start a new business have loosened up significantly and become much more affordable. Therefore, shelf corporations aren’t as highly sought after today as they were years ago when it was much more time-intensive and expensive to start a business.

Where Are Shelf Corporations Formed?

Shelf corporations can be formed in many states throughout the U.S. However, they’re often formed in states with good tax benefits, low filing fees, low regulations, or privacy for the buyer — or some combination of the above.

Some of the most common states where shelf corporations are formed include:

• Delaware
• Nevada
• Wyoming
• Montana
• Texas

How Much Do Shelf Corporations Cost?

The prices charged for shelf corporations vary widely. It depends on the age of the corporation and the company that is selling it. Companies with established credit profiles may demand higher prices as well.

Younger shelf corporations might sell for around $650. Meanwhile, the price for some “aged corporations” have been reported to climb as high as $10,000.

Again, it may be more affordable to establish a new business on your own than buy a shelf corporation now that prices  to launch a new business have come down in general. The costs to launch a new business depend on things like which entity type you choose, your industry, and your state.

What Is the Purpose of a Shelf Company?

Aged shelf companies can be appealing for a number of reasons. Potential buyers of these types of corporations might include:

• People who want access to commercial credit, like loans and credit lines, without taking the time to establish a business credit profile the normal way.  
• People who want to avoid a personal guarantee for business financing.
• People who want to save time by skipping the paperwork and purchasing an established corporation instead.
• People who want the ability to bid on contracts since some require a certain length of business history before bidding is allowed.

To appeal to these potential buyers, companies that sell shelf corporations may advertise their “stock” of companies using click-bait terms such as:

• Credit-ready corporations
• Aged corporations and LLCs
• Aged shelf companies
• Aged tradelines
• Seasoned tradelines

Buyer Beware

Nav’s Gerri Detweiler issues a “buyer beware” warning if you’re considering the purchase of an aged corporation. Detweiler explains that she’s spoken to consumers who have lost money on such programs. “Some are outright fraud,” Detweiler warns, “and others don’t provide the benefits the buyer thought they were getting.”

Nav Executive Chairman Levi King also cautions against the purchase of shelf companies with seasoned tradelines because, “it’s usually shady.”  

There may be some legitimate reasons to buy a shelf corporation. However, buying a company with aged tradelines in an attempt to manipulate the commercial credit reporting and scoring system isn’t legitimate.

Are Shelf Corporations Legal?

Shelf corporations often reside in a very gray area, legally speaking. Whether or not a shelf corporation is ultimately considered legal or illegal comes down to two important factors. It all depends upon how a shelf LLC is created and how it is used.

If you buy a shelf corporation with a seasoned credit profile and use that credit to secure a loan you wouldn’t have been able to qualify for normally, you may be crossing the line. This is especially true if you take on debts that you ultimately fail to pay as agreed. Do this, and there’s an argument to be made that you’ve committed loan fraud (and perhaps other crimes).

Of course, whether or not you’re found guilty would ultimately depend on a few things:

(a) whether you’re prosecuted and (b) what a judge rules in your case.

However, that’s a pretty big risk to take. It’s also a risk you can easily avoid by not purchasing a shelf corporation and simply building your business credit the right way.

Experian states that off-the-shelf companies were formerly used to streamline new business startups. “However, selling [shelf companies] as a way to get around credit guidelines is new, making them unethical and possibly illegal.”

Why They Might Not Work

Plans to use shelf corporations as a way to quickly access business credit don’t always work out. For example, you might purchase a shelf corporation that isn’t in good standing with lenders and has a poor business credit profile. Another potential hiccup in your plan could occur if the business credit bureaus or lenders sniff out a shelf corporation scheme when you apply for business financing.

If a business credit bureau gets wind that a company is suddenly reporting new officers and it looks like a shelf corporation ploy, the age of your company might be reset to zero on your business credit profile. Lenders might deny your application for credit or shut down existing lines of credit if they become suspicious that you’re trying to manipulate the system as well.

Shelf Company vs. Shell Company

Another type of business setup that’s prone to abuse is the shell company. While a shelf company and a shell company may have similar sounding titles, they don’t work the same way.

A shell company is a business that’s established to hold money for an individual or another business entity. It’s another type of corporation or limited liability company which is often without active business operations. Typically, though not always, a shell company is an offshore corporation formed outside of the United States.

Shell companies may be used to hide business ownership from the IRS, state tax bodies, law enforcement, and the public. When abused, shell companies may be used as a means to illegally evade taxes or even prosecution.

The Department of the Treasury Financial Crimes Enforcement Network says that shell companies are commonly used for financial fraud, including money laundering, credit card fraud, and false or over invoicing.

Like shelf corps, there are some legitimate uses for shelf companies.

• Some corporations may use shell companies to protect trade secrets from their competitors, like sensitive product development or an upcoming business takeover.
• Public figures may use shell companies to make their home harder for the public to find. (Stalkers are a real concern, after all.)
• Corporations who operate both inside the U.S. and abroad may establish shell corporations to comply with international laws or to take advantage of looser tax laws.

Using a shell company to try to get out of tax obligations, however, isn’t a legitimate use. At best, it’s shady. At worst, it’s tax evasion and fraud.

How to Establish Business Credit the Right Way

Good business credit can open doors and make obtaining financing easier for your company. It can help you keep your business and personal credit separate. Solid commercial credit can even increase the value of your company and make it more attractive to investors.

Ready to establish business credit for your company? Check out this eight-step plan from Nav and learn how you can hit the ground running.

It’s also wise to keep a close eye on your business and personal credit. Doing so can help you monitor your business credit building progress and allow you to make sure the information on your reports is accurate. Using Nav Prime lets you check your business and personal credit side by side.

Remember, it’s smart to want a strong credit profile for your small business. It’s just never a good idea to take shortcuts and try to game the system. Take the time to build your business credit the right way and your hard work will almost certainly pay off in the end.

Frequently Asked Questions About Shelf Companies

• What is an example of a shelf company being used legally?

  Let’s say someone establishes a new company — say, a real estate business — in Wyoming but doesn’t use it for years. Over time, the company becomes “aged” and is now useful to other potential business owners who want to start a new business quickly. Another business owner purchases the shelf company and transfers it to their new business. The incorporation date will be the original establishment date. As long as this new business doesn’t apply for financing, they will be in their legal right to operate. Time in business is one factor lenders use to determine whether you qualify for financing, so it would be misleading (and illegal) to use a shelf corporation to do so.

• What is an example of a shell company being used legally?

  Shell companies are completely legal to form and are usually used for legitimate purposes. For example, if a company wants to keep a new product private, they might form a shell company to use during development and production. The shell company acts as the forward-facing entity for the product while it is actually being funded by the larger company. Once the larger company is ready to release the product, they’ll transfer the product over to the parent company.

• What are the most popular states to buy a shelf corporation in?

  The most popular states to buy a shelf corporation in are Delaware, Nevada, Wyoming, Montana, and Texas. These states have one or more of the following features: favorable tax policies, privacy for buyers and sellers, low fees, or fewer regulations than other states. These features make it easier or more affordable to buy a shelf corporation in one of these states.

• What is the purpose of a shelf corporation?

  A shelf corporation is created to be put on a metaphorical shelf. Once it’s established, the corporation is not used for business purposes but instead sits until it “ages.” Once it reaches the number of years of operation that allow for an easier starting point for a new business, business owners buy the shelf corporation and transfer their new business to the existing shelf corporation.

• How much does a shelf corporation cost?

  The price of a shelf corporation depends largely on its age. It can cost anywhere from $650 to $10,000 to buy a shelf corporation — and maybe more or less than that. The younger a shelf corporation is, the more affordable it will likely be. But a younger corporation may also not offer the same benefits that one established earlier might.