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Learn how you can set up an LLC using ShelfCorporation

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A shelf corporation is a legal entity which can be a corporation or an LLC, available for sale to a new owner. These companies are ready to start the business except to obtain an Employer Identification Number and open a bank account. Purchasing an existing business indeed provides immediate returns and represents less risk compared to buying a start-up. Shelf companies are often referred to as a Shelf corporation or Shelf LLC. Acquiring an older and existing entity compared to a freshly established one can provide you many benefits. Limited liability companies receive a more favorable tax treatment because these are the pass-through entities and can be the attractive acquisition targets.


What is an LLC?

LLC or Limited Liability Company is the company where the members of the corporate structure do not hold the personal liability for the obligations and debt. Articles of organizations are required to file within the state to form an LLC.

Notably, an LLC combines the features of partnership, corporation, and sole proprietorship. A Limited Liability Company offers limited liability like a corporation and flexibility in tax structure like sole proprietorship or partnership. The laws of Limited Liability Companies vary from state to state. An LLC requires the documents to be filed with the authorized state’s Secretary.

Also Read – 9 ways to boost your business loan approval chances


What are the features of a Limited Liability company?

  • Ease in Tax- LLC provides its members an option to tax them either as a sole proprietorship or as a corporation, if not stated. Thus, in this way, the members can decide the most profitable structure.
  • Limited Liability- This is indeed the most crucial feature of an LLC, where its members are not responsible for the legal faults and misdeeds of the other members.
  • Flexible nature- It gives its members a choice to decide whether or not to continue the same company in case of death of anybody, unlike corporations.

Recommended Reading – America’s top 3 states for business


How can you set up an LLC?

  • Select a suitable business name available in the state.
  • According to the norms of the state, file the articles of the organization and pay the filing fee.
  • Create an Operating agreement that will include the rights and liabilities of all the members of the limited liability company. However, this step is not mandatory but advisable.
  • Now, publish a notice of the intention to form the limited liability company in the newspaper for a few weeks. Again, this step is probably not required in all the states of the U.S.
  • The official LLC has formed after all the steps mentioned above. Next, it is crucial to obtain all the required permits and licenses for operating the business.

What are the advantages of setting up an LLC?

  • Compared to any other corporate structure, an LLC offers very few regulations.
  • Comparatively, there is always less record-keeping and less paperwork in an LLC.
  • Even a single person can start a limited liability company.
  • The members of a limited liability company are protected from the company’s obligations, depending upon the laws of the state.
  • In the case of an LLC, double taxation is not required. The owners of the company can only file their tax returns.
  • Here, the members have the flexibility to decide how they are to be taxed.

Explore about how to register a business in the U.S?


How can you buy a Shelf LLC in five simple steps?

1. Choosing a particular LLC to purchase-The first step is to identify a specific LLC for purchasing. After that, you must consider few things, such as who will operate the LLC, how it will be financed, how it will affect the personal finances, and what will be the company’s long-term viability? You are also required to contact the LLC owners and determine if they are willing to sell.

2. Building the framework for the deal- You are required to establish the framework for the deal, like if you are interested in buying the entire LLC or just one of its portions of equity. The terms of deals are written in a document called, memorandum of understanding or term sheet, and the term sheet contains:

  • The price for buying the LLC.
  • The duration of the due diligence period.
  • The deal’s structure.
  • The method of payment to pay the price.
  • The date of closing.
  • The right to vote after closing.

3. Conducting due diligence- During the due diligence period, the buyer, buyer’s accountants, and buyer’s attorney’s review the assets, liability, and complete financial health of that LLC before completing the purchase. The buyer’s attorney needs to draft a checklist for due diligence enlisting all the documents that are required from the seller. These documents include real estate leases, financial statements, employee contracts, and equipment leases.

The attorney will then verify the documents to ensure no liens are against the company. Also, the accountant needs to review all the tax returns, bank accounts, and financial statements of the LLC.

4. Drafting the purchase agreement- This agreement is a formal document will is the final embodiment of the sale, and it can be of many different forms depending on the structure of purchase. For instance, if you are purchasing only a portion of equity, then the agreement is called a membership interest purchase agreement.

The agreement contains all the terms from the memorandum of understanding and different legal provisions to protect both parties.

5. Closing– It is an event where the parties sign the purchase agreement, and the funds are exchanged. You can consider it as an end of the transaction if there are no post-closing contingencies.

Notably, the post-closing contingencies can be the filing documents with the federal government or paying the taxes on the sale.


What are the benefits of a Shelf LLC?

  • You can have an instantly available Limited Liability Company.
  • You can own an LLC immediately with a filing history.
  • It might be helping when applying for financing and contracts.
  • It shows the longevity of the company filing.

There are several benefits in setting up the LLC using a shelf company. The most crucial part is to buy the entity via a reputable company, and you are ready to use an LLC with all the mentioned advantages. The shelf LLC can help the potential buyers to access the commercial credits immediately, and it also saves a lot of time by skipping the paperwork.

Also Read – When should you buy a Shelf Corporation?

Frequently Asked Questions

While you are free to change the name of your Shelf Corporation, we don’t advise it as a name change goes against the concept of a Shelf Corporation.  The best advice we can give you is to simply file a Trade Name for the Brand Name you would like to use for your Business. For example, “ABC Enterprises Inc” could do Business using the Trade Name “XYZ Enterprises” if that is the name they want to be recognized by.

Yes, you can, and this strategy can dramatically expand the pool of available Lenders you can apply for Funding with. The only requirement is that you obtain an address in each State you want to do the Foreign Entity Registration in, and this address should be a real address, not a PO Box nor UPS Store address. You should also be ready to travel for a few days to the state where you do the Foreign Entity Registration, in order to physically visit Banks and Credit Unions and apply for Funding.

The short answer is NO, you can’t. The long answer is yes, you can, however, anyone selling Business Tradelines are selling fraudulent accounts with back-dated open dates and fake account payment history, and because these are sold by scammers, the chances of any of these Tradelines actually posting is slim to none. For this reason, we recommend you do not even attempt to purchase Business Tradelines, since they are fraudulent and there is 99% chance you will lose your money and not get any tradelines at all. You don’t need to risk your money and your liberty – You can get REAL Business Tradelines legally through our 80 Paydex Program.

Yes, you can purchase as many Shelf Corporations as your heart desires, however, you will achieve the best results by putting a separate person as the President and 100% owner of each Shelf Corporation. The logic behind this is that there are a limited number of Lenders in any particular metropolitan area, and each Lender will rarely lend to more than one Business-and-President combination, so if you have 2 Corps and go to the same Lender asking for financing for both, chances are the Lender will either approve one Corp and deny the other, or approve both but split the credit limit 50/50 among the 2 corps. Therefore, unless each Corp has a separate President, you may run into difficulty finding good Lenders.

Yes, you can use a Trade Name (Fictitious Name) with your Shelf Corporation and it is included in our Platinum or better Credit-Ready Packages. Government Fees, which vary from State to State, are not included and you must pay them directly yourself.

No. CPNs, SCNs, or any other form of Social Security # that is not on your real Social Security Card is “Synthetic Identity Theft” and is illegal. Further, these strategies have very high failure rates and even if they do work to some extent, often result in closed credit accounts shortly after Lenders discover the Social Security # provided to them is not your real one.

No, you don’t. That is one of the biggest confusions when it comes to building Corporate Credit. D&B is REQUIRED to assign you a DUNS # as Creditors start reporting your Payment Activity, and they are also required to “Rate” your Credit Profile once you have enough Tradelines and Financials. D&B will try to sell you various Products and Services at various points in the Credit Building Process, but you do not need to buy them, and we do not recommend that you buy them either. When you buy a Shelf Corp from us, we have a way of obtaining the DUNS Number within 48 hours at no additional charge to you.

The short answer is YES, you do. The long answer is: How much is your time worth? Instead of wasting hours upon hours, or days upon days attempting to make your Shelf Corp Credit-Ready, let us do it for you. Avoid headaches and delays. We do it fast and we do it right.

Which Credit-Ready Package to choose? You will need at least the Silver Package, which gives you the EIN #, DUNS #, 411 Listing, Yellow Pages and Super Pages Listings.  Then the Platinum Package includes a lot more items and also includes the very important Foreign Entity Registration. Finally, the Diamond Package includes everything you could possibly want, including a Custom Corporate Website and Corporate Identity Kit, so you can have the most credibility possible with Lenders, Suppliers, and Customers. Ultimately, you should select the best possible Credit-Ready Package you can afford, so you maximize your Funding Results and minimize wasted time and possible mistakes.

Yes, you do – That is Required. We provide Free Registered Agent Service for 30 Days after your Purchase, but then you will need to either purchase the on-going Registered Agent Service from us for $350 per Year, or find another provider online and purchase from them.

No, they don’t. A Shelf Corporation by definition is a Business Entity with no Assets and no Liabilities – It is a blank slate.  We are well aware of Companies out there selling Shelf Corporations at very high price points along with Fraudulent Tax Returns and Financials, and even worse, Bogus Credit Lines that either do not exist or that they are unable to obtain after you pay them for the Shelf Corp.  If you buy a Shelf Corporation with any existing Credit Lines, Tax Returns, or Financials, you are guaranteed to lose your money and if you actually use the Fake Tax Returns on Loan Applications, you may end up losing your liberty too, so please don’t fall for these scams.  If it looks too good to be true, it’s probably a scam.

Yes, you need a Bank Account for your Shelf Corporation. We recommend you open your Bank Account with Chase or Bank of America, if they are available in your area. Otherwise, use any Bank or Credit Union of your choice.

Your Shelf Corp can easily become your outsourced…

Marketing Dept
Fulfillment Center
Supplier
Management Company
etc…

You can simply take one of the biggest Departments in your Existing Business, and transfer that Dept to the Shelf Corp as an outsourced service. The end result is that you are still doing business like before, however, now you have 20%, 30% 40%, or even 50% of your Expenses converted into documented Revenues for the Shelf Corp, so the Shelf Corp will become a real operating business entity with Bank Statements and Tax Returns that can be shown to Lenders to obtain FULL DOC Unsecured Funding, way in excess of the original Funding Capacity of the Shelf Corp.

Credit Unions are the hidden gems of Funding Sources. Once your Shelf Corp is ready for Funding, you should, if you have the time, go to all the Credit Unions in your metropolitan area and apply for Unsecured Corporate Credit Cards and/or Unsecured Business Lines of Credit. The only question you need to ask is “What is the maximum credit limit that can be approved without providing tax returns?”. Then, apply for a credit limit slightly below that maximum limit. Credit Unions typically have lower interest rates and more lenient underwriting criteria than other Lenders.

When you become our Client, we can advise you on the several methods available to access the full credit limit of Corporate Credit Cards at the Purchase APR.

The Funding Road Map Strategy Session is a Consulting Service that gives you a detailed Road Map for getting from where you are now, to getting all the Unsecured Corporate Funding you need. We work with you one-on-one to give you the tools you need so you can overcome all the obstacles that are keeping you from getting the funding you want. We give you a GIANT LEAP forward in the Funding Process, allowing you to achieve your Goals much faster and without time consuming and costly mistakes.

If your business naturally deals with a high number of suppliers on a regular basis, purchasing from them frequently and making all payments before the due date, then you should be able to “naturally” obtain an 80 or higher Paydex Score within the first 12 to 24 months of operations.

However, if your business:

  1. Is a recently purchased Shelf Corporation, and/or
  2. Does not fit the scenario above, and/or
  3. Does not want to wait 12 to 24 months

Then our 80 Paydex Program is the solution you need.

We can achieve an 80 Paydex Score or higher within 45 to 60 Days, assuming you follow our instructions in a timely manner. We do everything possible on your behalf in order to minimize your involvement in the process.

You can go for Funding either before or after the 80 Paydex Program is complete – The choice is yours. However, beware that some of the Lenders you apply with may deny your applications specifically due to not having an 80 Paydex Score. For this reason, we always recommend that our Clients obtain the 80 Paydex Score before going to Funding, so that Funding Results can be maximized.

Ready to take your Corp to Funding? Looking to optimize the Funding Process and get the most Funding possible, as fast as possible? Our Lender Submission Service is designed to achieve this, with 0% Back-End Success Fees. We select the Lenders, submit the Financing Applications for you, and then you just need to take it from there, which usually means doing a verification phone call with each Lender and/or providing some basic personal or business documents that each Lender may request. This service saves you countless hours of research and actual time filling out financing applications, so you can go to the best lenders, in the right order, without wasting time nor making unnecessary mistakes.

GOOD AND CLEAN PERSONAL CREDIT RECOMMENDED:

There are no minimum credit scores as each Lender has its own separate Underwriting Matrix.

If your Personal Credit is not perfect, you can purchase your Shelf Corp now to save money.

We will then build the 80 Paydex Score for the Corp while you improve your Personal Credit situation.

The age of a Shelf Corp directly affects the Shelf Corporation’s Price and Funding Capacity, and the older the Shelf Corporation, the better the results that can be obtained when it comes to Funding and Credibility. Therefore, select the oldest Shelf Corporation that is within your budget.

Once you open the Bank Account for your Shelf Corporation, you should ideally start operating the Shelf Corporation as part of your business affairs, and in this way flowing as much revenue as possible into the Shelf Corp Bank Account each month. By doing this, after 3 to 6 months, the Shelf Corporation will have the necessary bank statements to qualify for additional Funding with additional Lenders, allowing the Funding achieved with the Shelf Corporation to surpass the Shelf Corp’s original Funding Capacity.

No, this is not only unnecessary, but could possibly hurt you. After you have your Shelf Corporation, if you contact Dun & Bradstreet (D&B) for any reason, they will attempt to sell you services such as Corporate Credit Building Services. These Services, although they appear to be helpful at your initial analysis, are actually NOT helpful at all in our opinion and can hurt your Business instead of help it because the purchase of such Services may trigger an immediate AUDIT of the Corporate Entity, and during this Audit, D&B may identify ownership changes and other movements you make with the Corporate Entity, which is something you typically do not want exposed. You do NOT need to purchase anything from D&B, no matter how convincing they may be.

Most Shelf Corporation Buyers will make the following very expensive mistakes if they are not careful:

  • Pay a High-Price for a Shelf Corp that supposedly comes with Established Credit (But it really doesn’t)
  • Pay for a Shelf Corp that supposedly comes with a Personal Guarantor (Recipe for Fraud)
  • Pay for a Shelf Corp that supposedly comes with Tax Returns (Recipe for Fraud & Jail Time)
  • Pay for a Shelf Corp that has Bad Credit and/or Hidden Liabilities (Shelf Corp “Lemon”)
  • Pay for a Shelf Corp that is not owned by the Seller (Fake Seller – Like buying Land on the Moon)

  • Established Credit Scam:
    This is by far the most common of the scams and the most lucrative for the scammers. In this scam, the scammer may be a “legitimate” incorporation service or business credit building service, or even a company just selling shelf corps, but what makes this a scam is that they will try to sell you a Shelf Corp that supposedly comes with established credit and cash lines of credit which they make it look like you would be able to access right away after purchasing the shelf corp. You get so excited about obtaining the easy money they are offering that you pay a high price for the shelf corp and then find out that the cash lines of credit either don’t exist yet (and you need to apply and be approved for them), or are not really cash lines of credit but rather a pre-approval letter from a company friendly to the scammer stating that you are pre-approved to buy up to $1 Million (for example) in Real Estate using the Shelf Corp (but of course, you need to come up with the $400,000 Down-Payment from somewhere, and the Loan offered is really a Hard Money Loan with a 10%+ Interest Rate and 3+ Points to close. Did you really need a shelf corp to do that – No, you just got ripped-off because you did not read this first!).
  • Personal Guarantor or CFO Scam:
    This one is the same as the Established Credit Scam, except in this scam they will offer you a stand-in “CFO” or Personal Guarantor that will use his 720+ Credit Scores in conjunction with the Shelf Corporation to obtain Unsecured Financing from Lenders. So, you think to yourself…”umm, if someone else is the Personal Guarantor, then I can charge up those Lines of Credit with no risk to my Personal Credit at all”. You also think for a second “but who would be stupid enough to personally guarantee my loans?”, but then your greed takes over your mind and you brush that aside with some sort of naive rationalization, and you do the deal. You then find out that either there is no Personal Guarantor, or that the Personal Guarantor also got scammed into thinking he was not responsible for the Loans, or worse, the Personal Guarantor is someone whose identity was stolen to be used for this purpose. So, now you lost your money, committed fraud, and got into a legal battle with the Guarantor over who owes the money to the Banks (that is if you are so lucky to actually get any financing in the first place – most people never even get that far). Please watch out for this scam.
  • Tax Return/Financials Scam:
    This scam can be combined with the two scams above – The only difference here is that the scammers offer you a Shelf Corp that already has Tax Returns and Financial Statements showing Sales and Profit and Bank Deposits. These, of course, are all Fake, Fraudulent, Made-Up Documents that if you actually use to apply for financing can lend YOU in Jail (not the scammers, just you). This one is harder to fall for because you would have to convince yourself to use Fake Tax Returns on a Loan Application, but some people don’t seem to mind and end up losing everything because of this scam. There is also an alternative form of this Scam, in which they actually convince you to file a Fake Tax Return showing High Revenues and a good Profit, but fail to pay the Taxes due. Then, they help you get Funding using those filed Fake Tax Returns, and from the Proceeds, you supposedly pay the Taxes due. However, if you cannot get the Funding, you will owe a lot of money to the IRS, not to mention be liable for filling a Fraudulent Tax Return, which is a Crime.
  • Secretary of State Data Harvesting Scam:
    This is the hardest one to detect. You will often find this one on Craigslist, Fiverr, or some other Classified Website, since the scammers are usually just one-man shows with no website. The way this scam works is that the scammer advertises a shelf corporation for a really low price so you think it is such a great deal and buy the Shelf Corp from him. Months or Years later you get a call from someone saying they own the Shelf Corp and that you are not allowed to use it. After a lot of problems you find out this someone was the original incorporator of the Shelf Corp and that he never sold it to you. So, who sold it? The scammers, of course. They sold you a Corporation they did not own, and they did it without the real owner knowing about it. In this case, you would lose all your money and probably any assets you may have put in the name of the Shelf Corporation, and you may even be sued by the real owner.

An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number, and is used to identify a business entity, just like a Social Security Number identifies an Individual. If you want to open a Business Bank Account and/or hire any Employees, then you need one. The EIN # is included all of our Credit-Ready Packages.

A Registered Agent is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. The registered agent’s address may also be where the state will send the paperwork for the yearly renewal of the business entity’s charter. The registered agent for a business entity may be an individual member of the company, or (more often) a third party, such as the organization’s lawyer or a service company.

A Shelf Corporation, Shelf Company, or Aged Corporation, is a company or corporation that has had no activity. It was put on the “shelf” to “age”. The company can then be sold to a person or group of persons who wish to start a company without going through all the procedures of creating a new one.

The Funding Capacity is a good faith discretionary estimate of the total amount of financing that can be obtained with the corporate entity assuming you meet all personal credit requirements and aggressively pursue financing over several funding rounds.

The main difference between S-Corps and C-Corps is that S-Corps are Flow-Through Entities – This means they are not taxed in the State of Incorporation like C-Corps would be, and the Net Income flows through to the Shareholders and is taxed at the Shareholder’s Personal Income Tax Rate. For 90% of our Clients, S-Corp is the way to go, because being taxed as a C-Corp in the State of Incorporation creates additional costs and headaches that divert from the main Goal which is building Corporate Credit. If an S-Corp is what will work best for you, then we will need to file IRS Form 2553 to elect S-Corporation Status. This is an easy process and can be done in one day.

If the corporate entity being purchased is not from the same state that you live in, then you should do a foreign entity registration in the state that you live in or have a real physical address, such as a real home or office. Using UPS Store, Regus, and other types of virtual office providers is not recommended, but can be used if better options are not available. Your home address is typically the best address to use for the foreign entity registration. The cost of doing the foreign entity registration varies greatly from state to state, and can be as little as $50 in government fees to as high as several hundred dollars. This cost is not under our control. You can easily do the foreign entity registration yourself, or if preferred, can be done by us for $250 plus government fees. Time frame for completion of the foreign entity registration varies and can be anywhere from 1 day to several weeks, depending on the state and the current workload in that government dept. FOREIGN ENTITY REGISTRATION IS ALWAYS REQUIRED IN ORDER TO OPEN BANK ACCOUNTS AND OBTAIN FINANCING IN YOUR HOME STATE WHEN YOUR HOME STATE IS NOT THE SAME STATE AS THE INCORPORATION STATE OF THE CORPORATE ENTITY.

Until your Shelf Corp files its 1st Tax Return showing a profit, all Funding is in the form of Unsecured Corporate Credit Cards. There is the possibility of obtaining some Unsecured Corporate Lines of Credit depending on your metropolitan location and your willingness to actually go to the Banks and/or Credit Unions to apply in person.

Here are the 5 Best States for Funding:

  1. California (We have CA Corps!)
  2. New York. (We have NY Corps!)
  3. Illinois.
  4. Texas.
  5. Colorado. (We have CO Corps!)

NO Personal Income Tax: Alaska, Florida, Nevada, South Dakota, Texas, Washington, and Wyoming.

NO Corporate Income Tax: Nevada, South Dakota, Texas, Washington, and Wyoming.

No Personal Income Tax AND No Corporate Income Tax: Nevada, South Dakota, Texas, Washington, and Wyoming.

Want to avoid State Corporate Income Taxes? Just select S-Corporation Status and you will be taxed at the Personal Level instead of the Corporate Level, thus completely avoiding State Corporate Income Taxes and benefiting from lower Personal Income Tax Rates, regardless of the State where the Shelf Corporation comes from. Even if your Shelf Corporation is an LLC, you can still elect to have it taxed as an S-Corp.

If you already have an existing business, there are several reasons why you may not be able to use, or even want to use that existing business for Funding purposes:

  1. Existing Business has Bad Corporate Credit.
  2. Existing Business is not at least 2 Years Old.
  3. Existing Business is in a High-Risk Industry for Lenders.
  4. Existing Business shows a loss on latest Tax Return(s).
  5. Keep Existing Business Free of Debt while loading up most or all of the Debt on the Shelf Corp.
  6. Maximize Tax Savings for Existing Business by showing a loss, and still get Funding under the Shelf Corp.
  7. Achieve additional benefits specific to your situation, to be determined on a case-by-case basis.

Common reasons for buying a Shelf Corporation include:

1. Instantly obtain the necessary “Time in Business” and Credibility required to be approved for Corporate Credit and Financing.
2. Create a solid Corporate Credit Profile as an alternative to Personal Credit Repair.
3. Protect Assets from Creditors and facilitate Estate Planning.
4. Instantly Qualify to Bid on Government Contracts.
5. Instantly obtain Credibility with prospective Clients, Partners, and Suppliers.
6. Expand your International Business into the United States instantly and without the typical red tape.

Shelf Corporations should be private. No one should be able to search on google and find the name of your Shelf Corporation on a Shelf Corporation Vendor website. To protect the privacy of our Shelf Corp Inventory, we only show a small fraction of our total Inventory at any point in time. Need something that you can’t find on our Inventory? Ask us! We probably have it in our Hidden Inventory and can make it available to you privately for purchase.

Approval Proofs

Free Analysis & $100 Discount Code

By clicking the “Get Free Analysis!” button above you are providing your electronic signature to our Terms of Use and agreeing by electronic signature to: (1) be contacted about our products and services and/or other related products and services by a live agent, artificial or prerecorded voice, and SMS text at your residential or cellular number, dialed manually or by autodialer, and by email (consent to be contacted is not a condition to purchase services); and (2) the Privacy Policy and Terms of Use (including the arbitration provision). Call us to proceed without providing consent to be contacted.

CUSTOMER RESULTS DEPEND ON VARIOUS FACTORS OUTSIDE OUR CONTROL AND CANNOT BE GUARANTEED.
FUNDING CAPACITY IS NOT A GUARANTEED FUNDING AMOUNT. SALES ARE NON-REFUNDABLE.

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