Buying a Luxembourg Shelf Company: A Due Diligence Checklist
A shelf company is meant to be a clean, ready-to-use vehicle. Before you buy, you should confirm that it is. Here is a practical checklist.
1. Confirm the company exists and is in good standing
Ask for a current extract from the Luxembourg Trade and Companies Register (RCS). It shows the legal form, registered address, managers or directors and share capital, and confirms that the company is registered and active.
2. Check the incorporation documents
Review the deed of incorporation and the articles of association. Confirm the share capital, how it is divided, any restrictions on transferring shares, and who is authorised to sign.
3. Verify the capital
Confirm that the share capital has been paid in, or, if the company used the deferred payment option available since June 2026, how much remains unpaid and when it is due. Unpaid capital stays a liability of the company’s shareholders.
4. Confirm there is no trading history
A true shelf company has had no activity. Ask for confirmation that there are no contracts, employees, debts, tax liabilities or legal disputes, and for the company’s accounts and tax filings to date.
5. Check tax and filing status
Confirm that annual accounts and tax returns have been filed on time, and whether the company holds a VAT number. Late filings can lead to penalties that stay with the company.
6. Review the beneficial owner register
Luxembourg companies must register their ultimate beneficial owners in the RBE. After the transfer, the register must be updated, so confirm what is currently recorded.
7. Plan the transfer
Agree how the shares will be transferred, when the managers or directors change, and when the registered address and name are updated. We handle these steps, but you should know the timetable.
8. Think about the day after
Decide on your bank account, accounting, domiciliation and substance before you complete, not after. These are often the slower steps.
Get it checked
We perform a thorough check on each company before it is offered, and we send you a summary of requirements and a timetable at the start. Contact us and we will walk you through the process.