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Shelf Corporation Questions, Answered

AgedCorporations.com answers the twenty questions buyers most often ask about a shelf corporation below, each in a short paragraph that stands on its own. Every answer rests on a statute, an agency page or a public release listed in the sources, and each links onward to the page that treats the subject in full.

How this FAQ is kept

The answers are written from primary sources only: federal agency pages, state statutes, secretary of state pages and official releases. They do not rely on sellers’ websites, forums or marketing copy.

Each answer is short by design, between forty and ninety words, so that it can be read on its own. Every answer has a longer treatment elsewhere on the site. Where the law turns on facts the site cannot know, such as how a particular LLC is taxed, the answer says so and points to the right adviser rather than guessing.

The page carries two dates. The published date records when the answers were first written; the reviewed date records the last time every answer was checked against its sources. The FAQ is reviewed at least once a year and whenever a source changes. When a source is updated, the affected answer is rewritten rather than annotated, so the page always reads as current.

A wooden desk letter tray holding a few plain envelopes in soft morning light
Fig. 1. The questions readers send most often, answered briefly and with sources.

The sources behind the answers

The EIN answers follow the IRS’s own list of events that do and do not require a new number, its EIN overview and its instructions for foreign applicants.125 The owner-change answers follow the IRS definition of a responsible party and its 60-day rule for Form 8822-B.34 The federal ownership answer follows FinCEN’s August 2026 release, and the banking points follow its customer due diligence rule.615

State answers use Nevada and Wyoming statutes as worked examples: formation dates, registered agents, annual lists, foreign corporations, dissolution and reinstatement.789 Delaware’s entity search and conversion statute support the answers on checking history and moving states.1011 The credit answer relies on Dun & Bradstreet’s description of the PAYDEX score.12 The definitions and warning signs rely on FinCEN’s 2006 assessment and the Michigan Attorney General’s 2024 release.1314

Where to read further

Each section of the site goes deeper than an answer can. The learn section defines the terms, starting with what is a shelf corporation. The buying section covers checking and closing, including verify before you pay. The uses section tests the reasons people buy, and legal covers the law and the enforcement record. The states section covers the states where most inventory is formed, and compare sets an aged entity against forming a new one. Terms used in the answers are defined in the glossary.

Questions readers ask

What is a shelf corporation?

A shelf corporation is a corporation or LLC that was formed, kept in good standing and left unused until someone bought it. Its formation date is real and public. Its years on the register are years of existence, not years of business, because a dormant entity has not traded, borrowed, hired or banked. "Aged corporation" and "shelf company" mean the same thing.

Is it legal to buy a shelf corporation?

Yes. AgedCorporations.com has found no statute that forbids transferring the shares or membership interest of a dormant entity. What can be unlawful is using its formation date to make a lender, landlord, agency or bidding authority believe the business has operated longer than it has. The site's full treatment, including the 2024 Michigan agreement, is on its page asking whether buying one is legal.

Does a name change reset anything?

No. A name change is an amendment to the articles of an existing entity, so the file number and the formation date stay the same. The IRS says a business does not need a new EIN just because it changes its name. The amendment is itself a filing, so the old name and the date of the change stay visible to anyone who pulls the entity's record.

Is EIN age the same as entity age?

No. The formation date is set when the state files the articles; an EIN exists only once someone applies to the IRS for one. A clean shelf entity has never applied, so it has no EIN at all. FinCEN noted in 2006 that the cost of a shelf company varied with whether it already had an EIN, so ask exactly when, why and by whom any existing number was obtained.

Can a formation date be backdated?

No. A formation date is the date the state filed the articles. Nevada's statute, for example, says a corporation is a body corporate from the date its articles are filed, and no later filing moves that date. A Wyoming reinstatement restores a dissolved corporation as though the dissolution had never occurred, but both filings remain on the record. Any offer of a backdated entity is a red flag.

Does an entity's age transfer to a credit file?

No. Dun & Bradstreet calculates its PAYDEX score from payment experiences that suppliers and vendors report, and a dormant entity has paid no suppliers. An old formation date adds nothing to that record. A credit file begins when the entity starts to trade and pay its bills, whoever owns it. A seller who promises a score, tradelines or credit with an entity is showing a red flag.

What does a clean shelf corporation mean?

Sellers use "clean" for an entity aged without ever being used. AgedCorporations.com's test has five parts: never operated, no EIN, no bank, merchant or trade accounts, no debts, liens or judgments, and continuous good standing with no dissolution or reinstatement. Each part can be checked against the state record, a UCC search and the seller's written representations before any money moves.

Can a suspended or dissolved entity be sold?

Its shares can change hands, but a lapsed entity is not what a buyer of an aged entity is paying for. In Wyoming a dissolved corporation may apply for reinstatement within two years, and the Secretary of State may deny it where the corporation has been investigated for fraud. The site's position is that the seller should complete any reinstatement before closing, and the buyer should know the lapse stays on the record.

What documents should arrive at closing?

At minimum: the filed articles and any amendments, the bylaws or operating agreement, the stock ledger or membership record, the signed stock transfer or membership interest assignment, the seller's officer and director resignations, a resolution appointing the new officers, a current state record, and the purchase agreement with the seller's written representations about the entity's history. The full delivery list is in the site's how-to-buy guide.

Do you need a new EIN after buying a shelf corporation?

A clean entity has no EIN, so the buyer applies for one. If the entity already has one, a corporation sold by share transfer generally keeps it, because a sale of shares is not on the IRS list of events that require a corporation to get a new number. For an LLC the answer turns on how it is taxed; confirm with the IRS or a tax adviser. A kept EIN needs Form 8822-B within 60 days.

Can a foreigner own a US shelf corporation?

The IRS has a route for foreign applicants. An applicant with no legal residence, principal place of business or principal office in the United States cannot apply online but can get an EIN by telephone, fax or mail, and a responsible party who has no SSN or ITIN and cannot obtain one enters "foreign" or N/A. A US bank will still identify and verify the company's beneficial owners at account opening.

Is a registered agent required?

Yes, in the states AgedCorporations.com covers. Nevada requires every corporation to have a registered agent who resides or is located in the state, and Wyoming lists being without a registered agent as a ground for administrative dissolution. The buyer can keep the agent the entity arrives with or file a change of agent, but should never let the entity go without one, even for a day.

What happens to the old officers and directors?

They resign, effective at closing, and the new owner appoints its own. The state record must then be updated, because it names the people who run the entity. In Nevada, for example, the annual list names the president, secretary, treasurer and directors of a corporation. Until the record changes, the seller's people are the ones the public, and any bank, will see.

Can I move a shelf corporation to another state?

There are two routes. Foreign qualification registers the entity to do business in a second state while it stays formed in the first; Nevada and Wyoming both require an out-of-state corporation to register before transacting business there. Conversion or domestication changes the home state itself. Delaware's conversion statute, for example, deems the converted corporation's existence to have begun when the original entity was first formed.

Will an aged entity help me get funding?

Not by itself, and no one can honestly promise that it will. FinCEN reported in 2006 that some sellers advertised shelf companies as a way to meet minimum age requirements for leases, credit and bank loans. AgedCorporations.com treats any promise of funding, credit lines or a score tied to a purchase as a red flag, and its business credit page explains how lenders weigh a new owner.

What must I disclose after buying an aged entity?

The site's rule of thumb: when a lender, landlord, agency, insurer or counterparty asks how long you have owned or operated the business, give the purchase date, not the formation date. The formation date is a true fact and can be stated where a question asks for it. The dormant years before you bought the entity are not your operating history.

Do I have to report the new owners to FinCEN?

Not for an entity formed in the United States. In August 2026 FinCEN issued a final rule that permanently removes the requirement for US companies and US persons to report beneficial ownership information, and said it would delete information US persons had already reported. Foreign entities that are reporting companies still report their foreign beneficial owners. The bank will still ask who owns the company.

Does the IRS need to know about the new owner?

If the entity has an EIN, yes. The IRS defines a responsible party as someone who owns, controls or exercises effective control over an entity and manages its funds and assets. Form 8822-B reports a change of responsible party, and the IRS says such changes must be reported within 60 days. If the entity has no EIN yet, the buyer's own responsible party goes on the application.

How can I check an entity's history myself?

Pull the record from the business search of the state where it was formed rather than relying on a seller's screenshot. Delaware's search, for example, shows the name, file number and formation date free of charge, with copies of filed documents available for a fee. Read every filing since formation, search the UCC index for liens, and work through the site's verify-before-you-pay checklist.

What is the difference between a shelf company and a shell company?

FinCEN generally defines shell companies as business entities without active business or significant assets. A shelf company is a particular kind of shell: one formed and left dormant to age before sale. The distinction that matters is concealment, not age. FinCEN's 2006 report described nominee officers and directors being offered to keep clients' names off secretary of state records.