How an aged company differs from a shelf company
A shelf company is registered in advance and has had no activity; its main value is the incorporation date. An aged company has years of existence behind it, and sometimes transactions, counterparties and accounts. The more history there is, the deeper the check. If you have no need for past transactions, see shelf offshore companies.
When it is worth buying an aged company
- a tender, license or major counterparty requires a legal entity with a certain period of existence;
- you are buying an operating business together with its contracts and team;
- the company belongs to your group or a partner and needs to be transferred within the structure.
Age by itself does not ensure bank approval, a rating or tax benefits. The bank will assess the new owner and the current business activity.
What we check before the deal
| What we check | Example requirement |
|---|---|
| Annual reporting to the registry | United Kingdom: annual accounts within 9 months after the end of the financial year, a confirmation statement at least once every 12 months. Hong Kong: NAR1 within 42 days after the incorporation anniversary. BVI: Annual Financial Return to the agent within 9 months. |
| Taxes | United Kingdom: Corporation Tax is paid 9 months and 1 day after the end of the accounting period, and the return is filed within 12 months. We check for tax arrears and penalties. |
| Owners and directors | History of changes of beneficial owners, sanctions lists, signatories’ authority. |
| Contracts and debts | Current contracts, guarantees, loans, disputes and claims. |
| Charges | United Kingdom: pledges and other security for the company’s debts are registered at Companies House within 21 days of creation, so they are visible on the register. |
| Banking history | Open and closed accounts, reasons for closure, the bank’s position on the change of owner. |
How to check the history in public sources
The first check can be done before talking to the seller. In the UK Companies House register, a search by name or company number shows the filed documents, current and former officers, people with significant control and registered charges. The register itself warns that it does not verify the accuracy of the information filed, so we compare the data with the seller’s documents.
In Hong Kong, we obtain a register extract and copies of the filed forms from the Companies Registry. In the BVI and Nevis, public information on directors and owners is limited, and the history is confirmed by the registered agent (a certificate of incumbency, confirmation that fees are paid) and the registry (a certificate of good standing). If the agent changes along with the owner, we ask the previous agent to confirm that nothing is owed to them.
The company has been struck off
Aged companies that have not paid fees for several years are often struck off the register. In the United Kingdom, a company struck off by the registrar can be restored to the register by administrative restoration within 6 years after the strike-off: a former director or member applies on form RT01, the Companies House fee is £341, and all overdue filings must be delivered and penalties paid at the same time. If the company held property, a Crown waiver of its rights to it (bona vacantia waiver) is required. In other jurisdictions, the restoration procedure is set by corporate law, and its cost is included in the deal estimate.
Main risks
- hidden liabilities: debts, tax claims, guarantees for other parties’ loans;
- missed returns and penalties that surface after the change of owner;
- the reputation of the former owners with banks and counterparties;
- a new review by the bank: the HKMA, for example, states directly that a bank requests information on beneficial owners, the ownership structure and expected transactions and, depending on the risk assessment, may require additional documents.
Taxes on the deal itself
A share transfer may be taxed in the country of incorporation. In the United Kingdom, a share transfer on a stock transfer form for more than £1,000 attracts stamp duty of 0.5%. In Hong Kong, since 17 November 2023 the buyer and the seller each pay 0.1% of the price or the market value of the shares, whichever is higher. Capital gains tax for the seller and the accounting of the acquisition for the buyer are governed by their countries of residence; we check this together with the parties’ advisers.
How a deal with Offshora works
- You describe the task and the requirements for the age of the structure.
- We find options or check the company you have been offered.
- We prepare a due diligence report with the risks and terms of the deal.
- We coordinate the transfer with the agent, the bank and the seller, and secure the seller’s warranties in the agreement.
- We transfer the shares or membership interests, file the information on the new directors and beneficial owners, and take the structure on for maintenance.
The due diligence report lists the documents we have seen, the risks found and the conditions without which we do not recommend the deal. We will calculate the estimate for the deal and maintenance for your task.
Popular jurisdictions
BVI offshore company · Hong Kong · Panama · Singapore · Belize · Nevis · Cayman Islands · United Kingdom · all offshore jurisdictions
Frequently asked questions
Why buy an aged offshore company?
Usually for its period of existence, which some tenders, licenses and counterparties require. A company is also bought together with an operating business. In other cases, a new registration is simpler and cheaper to check.
Does a company’s age give it an advantage with the bank?
Age alone does not guarantee approval. The bank checks the new owner, the ownership structure, the purpose of the account and the expected transactions, and may request additional documents.
What should I check before buying an aged company?
The filing of annual returns and payment of taxes, the history of owners and directors, contracts, debts, charges and disputes, and the banking history. We prepare the due diligence report before the deal.
How do I check an offshore company in the register?
For a UK Ltd, the filing history, directors, PSCs and charges are visible on the public Companies House register. In Hong Kong, an extract is obtained from the Companies Registry. In the BVI and Nevis, the history is confirmed by a certificate of good standing from the registry and a certificate of incumbency from the agent.
Can I buy a company that has been struck off?
It has to be restored first. In the United Kingdom, administrative restoration is possible within 6 years after the strike-off on an application by a former director or member; the fee is £341, plus the overdue filings and penalties.
How does an aged company differ from a shelf offshore company?
A shelf company has had no business activity, while an aged company may have a history of transactions, contracts and accounts. That is why we check it more deeply.
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