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HMRC internal manual

Money Laundering Regulations: Compliance

Trust or Company Service Providers (TCSPS): What is an "off the shelf" formation?

Buying a company “off the shelf” means contacting a formation agent to buy a pre-formed company that has already been registered at Companies House. Formation agents offering this service have a stock of such companies available which will be registered at their address with the directors being the formation agent or members of his/her staff. These companies are usually registered with neutral names so that they can be used by anybody buying one. It is usual for such companies to be registered with just two £1 shares issued to the directors. The sale of the company takes place by the formation agent submitting on line forms to Companies House which notify the resignation of the formation agency staff as directors/shareholders of the company and the appointment of new directors who are the purchasers of the company. Full details of the new directors are supplied together with the new registered office of the company. The shares in the company are transferred to the new owners as part of the price paid. This is done by completing share transfer forms and handing over the share certificates.