Buying a Shelf Company in the Netherlands

In the Netherlands, it is possible to acquire a shelf company instead of incorporating a B.V. 

A shelf company is an existing (empty) B.V. which may or may not have been involved in previous business transactions.

The advantage of buying a shelf company has always been time. Technically, a shelf company can be acquired in one day. The disadvantage of acquiring a shelf company is that they are sold at a premium, which makes buying a shelf company more expensive than incorporating a new B.V.

In 2012, the incorporation procedure for standard B.V.s was significantly simplified, which included the ending e of the minimum capital requirement, the bank declaration, and the governmental consent procedure. Consequently, the need for shelf companies dramatically declined, and the market for such companies almost disappeared. Therefore, shelf companies are very scarce nowadays.

Buying a shelf company requires a notarial deed. Although Its process is technically easier than incorporating a new B.V., the share transfer procedure has become almost as time-consuming and expensive as the incorporation of a new B.V. This is caused by increased KYC compliance requirements, which require a complete identification and clearance of parties involved and a substantiation of the at arm's length nature of the share transfer price.   

We emphasize that shelf companies have a financial, legal, and tax history. Sometimes, shelf companies involved in previous business activities are offered for sale and we recommend a cautious approach.