Buying a shelf company is normally a safe and very common way to get started quickly with a limited company. But because you are taking over a company that someone else incorporated, you should know exactly what you are actually taking over before you sign anything.
Most problems linked to shelf companies can be avoided simply – by asking the right questions and requesting the right documentation before you pay. This checklist walks through what you should verify, and which signs should make you extra cautious.
In short
A good shelf company should have no activity, employees, agreements or debt beyond the share capital. Always ask for written documentation of this, check the company yourself in public registers, and choose a provider authorised by Finanstilsynet. If anything is unclear, or the provider is reluctant to share documentation before payment, that is a red flag.
Why it matters to check
A shelf company is in principle an ordinary limited company. That makes it easy to forget that you are actually taking over something that has existed for a while – albeit without activity. If something goes wrong in the transfer, or it turns out the company was not as "empty" as assumed, it is you as the new owner who faces the consequences afterwards, not the seller.
Go through the points below before you decide.
1. Certificate of incorporation and registration status
Check that the company is actually registered as a limited company in the Register of Business Enterprises, and that the information in the certificate of incorporation matches what the provider has stated: name, organization number, incorporation date and current board. Small discrepancies are rarely dangerous, but unexplained differences should be clarified before you proceed.
2. Documented inactivity
Ask for written confirmation that the company has not had:
- ordinary activity or turnover
- employees or salary payments
- agreements with customers or suppliers
- loans, charges or guarantees given for the benefit of others
- unpaid public claims, taxes or fees
This is the core of what makes a shelf company safe – and at the same time the easiest point for an unserious actor to be vague about.
3. Share capital – paid in and documented
The company should be incorporated with at least NOK 30,000 in share capital. Ask for documentation that the capital has actually been paid in, and clarify whether part of the capital has already been used for lawful incorporation costs, or whether part remains as an outstanding balance between you and the provider. You will find a full walkthrough of how this is normally priced in what does a shelf company cost in Norway.
4. Share register and ownership history
The share register should be up to date and show correct ownership up to the time of transfer. Be aware that public services showing ownership, such as Proff or Purehelp, often pull data with up to a year's delay. It is the share register – not such services – that is the real evidence of who owns the company.
5. Articles of association and memorandum of association
Review the articles of association and check that they are ordinary, without unusual provisions on purpose, share classes or voting rights that could create problems later. The memorandum of association should match what is actually registered in the Register of Business Enterprises.
6. The provider's authorisation
Sale of shelf companies is regarded as a corporate service and is subject to anti-money laundering rules. A serious provider should be an authorised provider with Finanstilsynet, and should itself carry out customer due diligence on you as buyer – not only the other way around. Be sceptical of providers who cannot show this authorisation, or who skip customer due diligence to appear faster.
7. What is actually included in the price?
Clarify the total price before you decide: the provider's fee, any outstanding balance, and which public fees come on top for name changes and other changes to the articles of association. Unserious offers can look cheap in marketing, but turn out more expensive when all add-ons are counted. See what does a shelf company cost in Norway for a full price overview.
8. The transfer agreement
The transfer agreement (share purchase agreement) should clearly guarantee that:
- the company has no activity, debt or obligations beyond what has been disclosed
- share capital is paid in and intact
- there are no hidden agreements, charges or guarantees
- any discrepancies discovered afterwards are handled in an agreed way
This is the document you in practice rely on if something should still turn out to be wrong later – it should therefore be precise, not just a standard template with general wording.
9. Banking and registration after takeover
A shelf company is normally delivered without a bank account. Clarify in advance which documentation the bank requires to open an account, and how long processing time you should expect – preferably by contacting the bank before you order. The company is also not automatically VAT-registered; that happens only when turnover reaches the registration threshold, or you meet the conditions for advance registration.
10. Red flags
Be extra cautious if:
- the provider is reluctant to share documentation before payment
- the price seems unrealistically low compared with the market otherwise
- no customer due diligence is carried out on you as buyer
- it is unclear who actually stands behind the company you are buying
- answers to simple questions about history are vague or change along the way
If you are in doubt after asking these questions, it is better to walk away from the purchase than to take a risk you cannot be compensated for later.
Checklist in brief
- Certificate of incorporation matches what has been stated
- Written confirmation of no activity, employees or agreements
- Share capital documented as paid in
- Share register is up to date
- Articles of association and memorandum of association reviewed
- Provider is authorised by Finanstilsynet
- Total price and any outstanding balance clarified
- Transfer agreement contains necessary guarantees
- Plan for bank account and any VAT registration in place
Summary
Most shelf companies are exactly what they should be: a ready-made, completely empty limited company ready for takeover. The risk rarely lies in the concept itself, but in buying from an actor who cannot or will not document what they sell. With this checklist in hand, you should quickly be able to tell the difference between an orderly provider and one you should move on from.
Related articles
- What is a shelf company, and when is it worth it?
- Incorporate a new AS or buy a shelf company – which should you choose?
- What does a shelf company cost in Norway? Full price overview
Stift helps you with an orderly takeover
At Stift we carry out the necessary customer due diligence, prepare the documents and ensure the entire transfer is documented – so you know exactly what you are taking over.
Unsure about anything before you order? Contact us and we will go through it together.
