A shelf company gives you an older incorporation date, not a track record. Tenders look at turnover and references, and banks run full KYC on a company with new owners. Liabilities and tax history stay in the company. Tax losses are lost in the Netherlands on a 30% change of ownership unless an exception applies, and in Luxembourg bought losses are denied as abuse. In the Netherlands a shelf B.V. saves no time; in Luxembourg a clean shelf S.à r.l. can save the blocked capital step when a deadline is days away.
An old company with new owners is mostly a new company
A shelf company is a company that was incorporated some time ago, kept dormant and then sold to a buyer who needs a company now. In Luxembourg, corporate service providers have long kept a few on the shelf. In the Netherlands they are rarer. Buyers usually want one of three things: an older date of incorporation for a tender or a bank, a company today instead of next week, or the tax losses inside an old company.
In 2026 the first two reasons have mostly gone. Banks, notaries and registers look through the company to the people behind it, and a change of ownership triggers the same checks as a new incorporation. Public buyers look at turnover and references, which a dormant company does not have. The third reason, tax losses, is exactly what anti-abuse rules in both countries are designed to catch.
A shelf company can still make sense in a few cases. This note explains what you actually buy, how the transfer works in the Netherlands and Luxembourg, what the bank and the tax authorities will do, which hidden liabilities to look for, and when a new company is simply the better choice.
Not a track record
No turnover, no references.
Full KYC again
New owners mean a new client.
Restricted
30% rule in NL, abuse doctrine in LU.
Come with it
Debts and tax history stay in the company.
What you actually buy
You buy shares in an existing legal entity. With them come its registration number, its incorporation date, its articles of association, its name if you keep it, and everything that has happened to it since incorporation: filed accounts, tax returns, contracts, and any liabilities, known or not.
| Item | Comes with the company? | What to check |
|---|---|---|
| Incorporation date and registration number | Yes | Only the date; no operating history |
| Share capital | Yes, on paper | In Luxembourg the EUR 12,000 may have been used for costs or lent out; ask for a bank statement |
| Bank account | Usually not | Most shelf companies have none, or one that the bank will review |
| VAT number | Sometimes | A dormant company rarely has an active VAT number; expect to apply or update |
| Business permit (Luxembourg) | No, not for new managers | New application when the manager changes |
| Filed annual accounts | Yes | Dormant accounts show no activity, which is what credit agencies see |
| Tax losses | Legally yes | Restricted on a change of ownership |
| Liabilities and tax history | Yes | Warranties, indemnity, tax clearance where available |
Credit rating agencies score a company on its filed accounts, payment history and the people involved. A three-year-old company with three sets of dormant accounts and directors who changed last week does not score better than a new one. Suppliers who check trade credit see the same data.
Law and practice: Netherlands: Book 2 of the Civil Code, Articles 2:175 and following (B.V.). Luxembourg: law of 10 August 1915 on commercial companies, Articles 710-1 and following (S.à r.l.); law of 2 September 2011 on the business permit. Annual accounts are public in both countries through the KvK and the Luxembourg Business Registers.
How the shares change hands in the Netherlands and Luxembourg
Netherlands. Shares in a B.V. can only be transferred by a notarial deed executed before a Dutch civil-law notary. The notary must identify the buyer and, for a corporate buyer, its ultimate beneficial owners, under the Dutch anti-money laundering act. The articles may contain a blocking clause that requires other shareholders to be offered the shares first or to approve the transfer; with a sole shareholder seller this is a formality. After the deed, the board updates the shareholders' register, and the new directors are registered with the KvK.
Luxembourg. Shares in an S.à r.l. can be transferred by private deed; a notary is not required, although many transfers are still signed in front of one. A transfer to someone who is not already a shareholder requires the approval of shareholders holding at least three quarters of the shares, which the articles may lower to one half. The transfer becomes effective against the company once it is notified to or accepted by the company, and the change of shareholders must be filed with the Luxembourg Business Registers and published in the RESA. A new manager is appointed by shareholder resolution and also filed.
| Step | Netherlands (B.V.) | Luxembourg (S.à r.l.) |
|---|---|---|
| Form of transfer | Notarial deed (Article 2:196 Civil Code) | Private deed or notarial deed |
| Approval | Blocking clause if in the articles | Three quarters of the shares, or one half if the articles say so (Article 710-12) |
| Identification of buyer | By the notary, before the deed | By the domiciliation agent and the bank; by the notary if one is used |
| Register update | Shareholders' register; KvK for directors | RCS filing and RESA publication |
| UBO register | Update within one week | RBE update within one month |
| New management | KvK registration of directors | RCS filing; new business permit if the manager changes |
Both countries also require the beneficial owner register to reflect reality. In the Netherlands changes are reported to the KvK within one week. In Luxembourg the company must update the register of beneficial owners within one month of becoming aware of the change; fines for failing to do so are substantial. Since the Court of Justice judgment in WM and Sovim of November 2022, both registers are closed to the general public, but authorities, notaries and banks see them.
Law and practice: Netherlands: Articles 2:194 to 2:196 Civil Code; Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft); Trade Register Act 2007 and the UBO register rules. Luxembourg: Articles 710-12 and 710-13 of the 1915 law; Article 1690 of the Civil Code; law of 13 January 2019 establishing the register of beneficial owners (RBE). CJEU, 22 November 2022, WM and Sovim, joined cases C-37/20 and C-601/20.
Why the bank treats it as a new company
Under the EU anti-money laundering rules, a bank must apply customer due diligence when it starts a relationship and when the relevant circumstances of an existing customer change. A new owner and a new director are exactly that. The bank asks who owns and controls the company, where the money comes from, what the company will do, where its customers and suppliers are, and why it was bought rather than incorporated.
The last question matters. A company that changed hands shortly before asking for an account, with no operating history and a new non-resident owner, fits several risk indicators that banks are trained to look for. A ready-made company does not make the file simpler; it adds a chapter to it: the history of the company, the former owners and the reason for the purchase.
A Singapore-based trader buys a two-year-old Luxembourg S.à r.l. to open a bank account quickly for a contract starting next month. The existing account at a Luxembourg bank is frozen for review the day the bank learns of the change of ownership. The bank asks for the share purchase agreement, the source of funds of the buyer, the business plan, and an explanation of the purchase. The review takes eleven weeks; a new company with a well-prepared file at a payment institution would have been ready in about four.
Credit is no different. A bank lending to a small company looks at its cash flow and at guarantees from its owners. A dormant company has no cash flow. The age of the company is not what a credit committee looks for.
Law and practice: Directive (EU) 2015/849 (fourth AML directive), Articles 13 and 14(5), and from July 2027 Regulation (EU) 2024/1624 (AML Regulation), which keeps the duty to update customer due diligence when circumstances change. Dutch Wwft, Article 3; Luxembourg law of 12 November 2004 on the fight against money laundering, Article 3. Our note on bank accounts for holding companies covers what banks ask.
Liabilities, tax history and tax losses
Whatever the company did before you bought it stays with it. Unpaid invoices, guarantees given for others, an employment claim from a former director, a VAT assessment for a quarter in which the company traded briefly, or a fine for late filing: the company owes them, and the company is now yours. Dormant does not mean empty. A company that has been on the shelf for years may have been used, briefly, by someone else.
- Debts and guarantees. Ask for a statement that no debts, guarantees or security exist, backed by the bank statements and the ledger since incorporation.
- Tax history. Corporate tax, VAT and wage tax returns filed for every year, assessments paid. In the Netherlands, any outstanding tax debts can be checked through the Belastingdienst with the seller's cooperation.
- Annual accounts. Filed on time for every year; late filing in the Netherlands can make directors personally liable in bankruptcy under Article 2:248 Civil Code.
- Litigation. No claims, no proceedings, no notices from authorities.
- Corporate record. All resolutions, share register entries and filings consistent; no unrecorded share issues or pledges.
Tax losses in the Netherlands. Losses can be carried forward without time limit, but in any year only the first EUR 1 million of taxable profit plus 50% of the excess can be offset. Article 20a of the Corporate Income Tax Act adds a restriction for a change of ownership: if the ultimate interest in the company changes by 30% or more, carried-forward losses are lost, unless the company passes one of two tests: an activities test, which broadly asks whether the business has continued on a comparable scale, or an investment test, which looks at whether the company's assets consisted mainly of portfolio investments. On 11 September 2026 the Supreme Court held that the restriction also covers latent losses, meaning value losses that existed at the change of ownership but had not yet been taken.
Tax losses in Luxembourg. Losses from 2017 onwards can be carried forward for 17 years and used only by the company that incurred them. Luxembourg has no mechanical change of ownership rule, but the tax authorities apply the abuse of law doctrine, known as Mantelkauf: when a company is bought mainly to use its losses, typically combined with a change of activity, the losses are denied. In 2024 the Administrative Court confirmed both sides of this: a dormant company without a change of shareholders could use its losses against a later gain, while losses denied after a change of shareholders and activity stayed lost.
A buyer pays a premium for a Dutch B.V. with EUR 400,000 of carried-forward losses from a closed IT business, planning to start a property trading activity in it. The ownership changes by 100%, the old activity has stopped and the new one is different, so the activities test is failed and the losses are very likely lost under Article 20a. The premium bought nothing.
Law and practice: Netherlands: Articles 20 and 20a Corporate Income Tax Act 1969; Supreme Court, 11 September 2026, on latent losses under Article 20a. Luxembourg: Article 114 LIR (17-year carry-forward for losses from 2017); section 6 of the Tax Adaptation Law (StAnpG) on abuse of law; Administrative Court, 25 April 2024, cases 48917C and 49336C.
What does not transfer with the shares
The Luxembourg business permit. Most commercial, craft and professional activities in Luxembourg need a business permit from the Ministry of the Economy. The permit is issued to the company, but it rests on the professional qualification and integrity of a named manager who actually runs the business and is registered as such. When that manager changes, the company must apply for a new permit. A shelf company with a permit therefore does not save the buyer the permit procedure if the buyer brings his own manager, and in practice he always does.
VAT. A VAT number belongs to the legal entity, so in principle it survives a share transfer. In practice a dormant company rarely has one: VAT registration requires an economic activity, and a company with none is either not registered or deregistered. If the shelf does have a VAT number, the tax office will look at the change of ownership and the new activity, and may ask the same questions as for a new registration. In Luxembourg the VAT registration is done with the Administration de l'enregistrement; in the Netherlands the Belastingdienst issues a VAT identification number separate from the VAT tax number.
Licences and registrations. Regulated licences, such as a payment, investment or crypto-asset service licence, require approval of the new qualifying shareholders by the supervisor before the purchase. That is not a shelf purchase but an acquisition of a regulated firm, with its own timetable of several months.
Law and practice: Luxembourg: law of 2 September 2011 on access to craft, commercial and certain liberal professions, with guichet.lu guidance on applying for a new permit after a change of manager; VAT law of 12 February 1979. Netherlands: VAT Act 1968 and Belastingdienst guidance on the VAT identification number. Change of qualifying holdings in regulated firms: Article 23 of Directive 2013/36/EU and the national supervisory rules.
Cost and time compared with a new incorporation
The statutory part of the cost is small in both countries and similar for both routes. What changes is the work and the risk. In the Netherlands a new B.V. needs a notarial deed of incorporation, a capital of at least one cent and registration with the KvK, which charges a one-time fee of EUR 85.15. Buying a shelf B.V. needs a notarial deed of transfer and the same KvK changes. The notary's identification work is the same in both cases.
| New B.V. | Shelf B.V. | New S.à r.l. | Shelf S.à r.l. | |
|---|---|---|---|---|
| Statutory capital | EUR 0.01 | Already paid | EUR 12,000 | Already paid, if still there |
| Deed | Notarial incorporation | Notarial transfer | Notarial incorporation | Private or notarial transfer |
| Typical time once KYC is done | A few working days | A few working days | One to three weeks | A few days |
| Bank account | New KYC | New KYC | Capital deposit before incorporation | New KYC |
| Business permit | Not needed for most activities | Not needed | Needed for most commercial activities | New application with new manager |
| Due diligence | None | Full | None | Full |
| Liability for the past | None | Yes | None | Yes |
In Luxembourg the arithmetic is a little different. A new S.à r.l. needs a bank to block EUR 12,000 of capital before the notary can incorporate, and opening that blocked account is often the slowest step. A shelf S.à r.l. skips that step and the incorporation deed. If you need a Luxembourg entity to sign a contract within days, that can be a real gain, provided the due diligence is done and the price is fair.
A German fund manager needs a Luxembourg S.à r.l. to sign a share purchase agreement for a target in ten days. Incorporating a new company in that time is uncertain because of the blocked capital account. A corporate service provider sells a clean shelf S.à r.l. formed eight months earlier, with no activity, its own capital untouched at the bank and full records. The shares are transferred by private deed, the new managers are appointed and filed, and the company signs on time. The bank account is reviewed afterwards, with the fund manager as a known client.
Law and practice: Netherlands: Article 2:175 Civil Code (notarial incorporation), KvK fee schedule. Luxembourg: Article 710-5 of the 1915 law (minimum capital EUR 12,000) and the requirement of a bank certificate on paid-up capital for a notarial incorporation. Notary fees in Luxembourg follow a regulated scale; Dutch notary fees are free market. Our note comparing the S.à r.l. and the S.à r.l.-S covers the simplified form with lower capital.
Shelf company or a new one?
A first view based on your main reason. It does not replace due diligence on a specific company.
Shelf company or a new one?
Three questions. You see whether a shelf company is likely to help, the risks that come with it and the due diligence items to ask the seller for.
Tenders and banks look at turnover and owners.
New owners are a new client.
30% rule in NL, abuse doctrine in LU.
A clean shelf can save the blocked capital step.
Shelf companies in Luxembourg and the Netherlands: frequent questions
Does a shelf company help me win a public tender?
Rarely. Public buyers look at turnover, references and staff of the bidder, not at the date of incorporation. A shelf company has no turnover and no references. Under the EU procurement directive a new company can rely on the capacities of its parent or another group company, and can prove its financial standing with other documents if it has a valid reason.
Will a bank open an account faster for an old company?
No. A change of ownership is a trigger for full customer due diligence. For the bank, an old company with new owners is a new client, and a company that changed hands recently can even be a red flag. The account opening time depends on the new owners and the business plan.
Can I buy a Dutch B.V. with tax losses and use them?
Only with care. Under Article 20a of the Corporate Income Tax Act, losses are lost when the ultimate ownership changes by 30% or more, unless the company passes the activities test or the investment test. On 11 September 2026 the Supreme Court confirmed that latent losses fall under the same restriction.
Does the Luxembourg business permit come with the company?
No. The business permit depends on the professional qualification and integrity of the manager on whom it is based. When that manager changes, the company must apply for a new permit before carrying on the activity.
How long does it take to buy a shelf B.V.?
The share transfer needs a Dutch notarial deed, and the notary must first identify the buyer and its ultimate beneficial owners. In practice that takes about as long as incorporating a new B.V., which is why shelf companies are rare in the Netherlands.
Who is liable for the debts of the shelf company?
The company itself, also after you buy it. Unknown debts, tax assessments for earlier years and contracts the former owners signed stay with the company. A warranty and indemnity in the share purchase agreement is the only protection, and it is worth what the seller is worth.