AgedCorporations.com’s glossary defines the 32 terms that recur across its guides to aged and shelf corporations, grouped by subject. Each definition is drawn from a statute, an agency page or a public report, and each ends with a link to the page that treats the term in full.
Kinds of entity
Aged corporation
A corporation or LLC that was formed some time ago and left without activity, so that its formation date is older than its current use. Wikipedia treats “shelf corporation,” “shelf company” and “aged corporation” as names for the same thing.2 The age is the time since formation, not a record of business. See what is a shelf corporation.
Shelf corporation
An entity formed and then held dormant until sale. The Michigan Attorney General described a shelf company as “a business entity formed and then stored, as though placed on a shelf, to age idly awaiting an eventual buyer seeking to instantly own a years-old business.”21 The full definition, and what makes one clean, is in what is a shelf corporation.
Seasoned entity
AgedCorporations.com uses this for an aged entity sold with extras attached, such as an EIN, a bank account or credit history. FinCEN reported in 2006 that the cost of a shelf company varied with whether it had an EIN, a Paydex score, non-activity tax returns or a past or current bank account.1 Extras mean inherited history to check. See shelf corporation red flags.
Shell company
FinCEN generally defines shell companies as “business entities without active business or significant assets.”1 The same report says business entities generally, and shell companies specifically, have legitimate commercial uses.1 A clean shelf entity is technically a shell until its buyer puts it to work. See shelf company vs shell company.
Front company
An entity used to make activity look as if it belongs to someone other than the person behind it. Reuters reported in 2011 on a Federal Trade Commission case alleging that one man used “at least 18 different front companies” to obscure his role as a card processor for telemarketing scams.20 The word describes misuse by definition. See shelf company vs shell company.
Limited liability company
A business entity owned by members rather than shareholders. Under Wyoming’s LLC act, the company’s debts, obligations and liabilities are solely its own, and do not become a member’s or manager’s “solely by reason of the member acting as a member or manager acting as a manager.”13 A shelf entity can be an LLC as well as a corporation.2 See transfer mechanics.
Standing and status
Formation date
The date the state filed the entity’s articles. Under Nevada law, a corporation is a body corporate “from the date the articles are filed,” and filing the articles “does not, by itself, constitute commencement of business.”9 Delaware’s entity search shows the formation date free of charge.22 No later filing changes it. See verify before you pay.
Good standing
The status of an entity that is current with its state. A Wyoming certificate of existence states, among other things, that fees, taxes and penalties owed to the state have been paid, where the Secretary’s records show it, that the most recent annual report has been filed, and that articles of dissolution have not been filed.13 Continuous good standing is the core of a clean entity. See verify before you pay.
Certificate of good standing
A state-issued document confirming an entity’s status on the day it is issued. Wyoming calls the corporate version a certificate of existence, which sets out the date of incorporation and whether fees and the latest annual report are current,13 and its fee schedule says certificates of good standing may be obtained online at no cost.14 It proves one day, not history. See verify before you pay.
Administrative dissolution
Dissolution by the state rather than by the owners. Wyoming’s Secretary of State may begin it when a corporation fails to deliver its annual report or pay its license tax, is without a registered agent or registered office in the state, or on other listed grounds.13 A dissolution in an entity’s history breaks continuous good standing. See the Wyoming guide.
Reinstatement
The return of an administratively dissolved entity to active status. In Wyoming an application must be made within two years, the state may deny it where there has been a fraud investigation, and an effective reinstatement “relates back to and takes effect as of the effective date of the administrative dissolution.”13 Both filings remain on the record. See verify before you pay.
Revival
Delaware’s term for restoring a corporation whose certificate of incorporation has become forfeited or void. Under 8 Del. C. 312, such a corporation may procure a revival together with its rights and privileges and “subject to all of its duties, debts and liabilities.”16 Like reinstatement, revival restores the entity but not an unbroken record. See the Delaware guide.
Filings and fees
Articles of incorporation
The document filed with the state to create a corporation; a Wyoming LLC files articles of organization instead.14 Wyoming defines the term as “the original articles of incorporation, all amendments thereof and any other documents permitted or required to be filed” under its corporation act.13 A name change amends them without changing the formation date. See transfer mechanics.
Annual report
The yearly filing that keeps an entity in good standing. In Wyoming a corporation files a certification of its capital, property and assets in the state, giving the names and addresses of its officers and directors, and pays a license tax.13 A missed report can lead to administrative dissolution.13 See annual fees by state.
Annual list
Nevada’s version of the annual report. A Nevada corporation files a list naming its president, secretary, treasurer and directors, with an address for each, and an officer or authorized person signs it certifying that it “is true, complete and accurate.”9 It is filed at formation and every year after, in the anniversary month of incorporation.9 See the Nevada guide.
Franchise tax
A state tax for the privilege of existing as an entity, owed whether or not the entity does business. Delaware says that all corporations incorporated in the state “are required to file an Annual Report and to pay a franchise tax,” due by March 1 each year, and that its LLCs pay an annual tax due by June 1.15 See the Delaware guide.
State business license
A Nevada license that every entity filing an annual list must hold. Nevada law says a person “shall not conduct a business in this State unless and until the person obtains a state business license,” and an entity that files an initial or annual list obtains the license at the time of that filing.11 It is a yearly cost of a dormant Nevada entity. See the Nevada guide.
UCC filing
A public notice, usually a financing statement, that a lender claims a security interest in a debtor’s assets. California’s Secretary of State says filing “serves to perfect a security interest in named collateral and establish priority in case of debtor default or bankruptcy,” and that UCC filings are public records.18 A clean entity should have none against it. See verify before you pay.
Agents and officers
Registered agent
The person or firm that receives legal papers for an entity in its state. Nevada says “every corporation must have a registered agent who resides or is located in this State,” with a street address for service of process.9 In Wyoming, lacking one is a ground for administrative dissolution.13 A buyer can keep the seller’s agent or file a change. See transfer mechanics.
Commercial registered agent
A business that acts as registered agent for many entities. Nevada defines it as “an individual or a domestic or foreign entity transacting business as a registered agent for 10 or more entities,” or one that elects to register as such.10 Wyoming’s scrutiny of the agents that serve many entities is covered in the Wyoming guide.
Nominee officer
A person named as an officer or director in place of the real owner. FinCEN reported in 2006 that some service providers set up nominees for the offices that appear on the public record “in order to eliminate the client’s name from secretary of state records.”1 The IRS says nominees are not authorized to apply for an EIN.4 See shelf company vs shell company.
Federal tax and ownership
EIN
An employer identification number: the IRS describes it as “a federal tax ID number for businesses, tax-exempt organizations and other entities,” nine digits long and free from the IRS.4 A clean shelf entity has none. A corporation sold by share transfer generally keeps an existing EIN, while for an LLC it turns on tax classification.3 Confirm with the IRS or a tax adviser. See transfer mechanics.
Responsible party
The person the IRS treats as in control of an entity. The IRS defines a responsible party as “someone who owns, controls or exercises effective control over a business, nonprofit or other legal entity and directly or indirectly manages its funds and assets.”5 An EIN application must name one, and a change must be reported. See transfer mechanics.
Form 8822-B
The IRS form an entity with an EIN uses to report a change of business mailing address, business location or the identity of its responsible party. The IRS says “changes in responsible parties must be reported to the IRS within 60 days.”6 A buyer of an entity that already has an EIN files it after closing. See transfer mechanics.
Beneficial owner
The individual who ultimately owns or controls an entity, whatever name appears on the record. Under FinCEN’s customer due diligence rule, banks must identify and verify each individual who owns “25 percent or more of a legal entity, and an individual who controls the legal entity.”8 A bank asks this of every buyer at account opening. See the Corporate Transparency Act page.
CTA
The Corporate Transparency Act, the federal law under which FinCEN collected beneficial ownership reports. On August 11, 2026 FinCEN announced a final rule that “permanently removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information,” while foreign entities that are reporting companies still report their foreign individuals.7 See the Corporate Transparency Act page.
Ownership records
Stock ledger
A corporation’s own register of who owns its shares. Nevada requires a stock ledger listing the stockholders of record, their residences and the number of shares each holds, and says that, absent manifest error or actual fraud, the ledger “shall conclusively determine the stockholders of record.”9 A share sale is entered here, not filed with the state. See transfer mechanics.
Membership interest
An owner’s stake in an LLC, the equivalent of shares in a corporation. Wyoming distinguishes a member from the holder of a transferable interest, the right to receive distributions, and says a transfer of that interest does not by itself entitle the transferee to participate in management.13 A buyer should be admitted as a member, not just assigned the interest. See transfer mechanics.
Credit
Paydex
Dun & Bradstreet’s business payment score, which it describes as “a dollar-weighted indicator intended to reflect a business’s past payment performance,” scored from 1 to 100.19 It is calculated from trade experiences that suppliers and vendors report.19 A dormant entity has none, and no one can honestly promise a score. See business credit.
Tradeline
A trade account with a supplier or vendor that reports payments to a business credit bureau. Dun & Bradstreet’s PAYDEX is built from such “records of payment experiences submitted to Dun & Bradstreet by suppliers and vendors.”19 Tradelines arranged only to manufacture a score for an aged entity are a red flag. See shelf corporation red flags.
Moving an entity
Domestication
Changing an entity’s home jurisdiction while keeping it the same entity. Under Delaware law a non-US entity may domesticate as a Delaware corporation, and its existence “shall be deemed to have commenced on the date the non-United States entity commenced its existence” where it was first formed.17 Wyoming’s fee schedule lists domestication alongside new articles.14 See the Delaware guide.
Foreign qualification
Registering an entity to do business in a state other than the one where it was formed. Nevada requires an out-of-state corporation to file before commencing business there,12 and Wyoming says a foreign corporation “may not transact business in this state until it obtains a certificate of authority.”13 The entity keeps its home state and formation date. See the shelf corporation FAQ.