Key Documents You Must Check Before Buying a Ready‑Made Company

Buying a ready-made company (also known as a shelf company) can be an efficient way to start business operations quickly. Instead of registering a brand new company, you acquire an existing company that’s already incorporated and essentially waiting on the shelf. This approach can offer benefits like immediate access to business history, faster banking setup, and eligibility for contracts that require an older entity. However, thoroughly checking the right documents before you buy is crucial to avoid legal, financial, or compliance problems later.

In this guide, we walk you through the essential documentation every buyer should review, with practical tips to ensure a secure investment.

1. Certificate of Incorporation

The Certificate of Incorporation is the most fundamental document for any company. It proves that the company legally exists and confirms:

• The official name of the company
• The date it was formed
• The jurisdiction where it was registered

Check that the certificate is valid and that the company has not engaged in trading or activities that could complicate your purchase. Often a reputable provider should also confirm this with the relevant company registry.

2. Memorandum & Articles of Association

These are the core constitutional documents of the business:

Memorandum of Association outlines each shareholder’s agreement to form the company.

Articles of Association establish how the company is governed, including rules for directors, share transfers, and voting procedures.

Reviewing these documents ensures you understand the company’s structure and governance. Restrictive clauses could affect your purchase process or future plans.

3. Shareholder Registers & Share Certificates

The shareholder register and share certificates show:

• Who currently owns the company
• The shareholding breakdown
• Whether there are any rights attaching to specific share classes

These documents help verify ownership and are necessary for transferring the company to you. Always confirm that the seller holds legitimate shares and that the paperwork matches public records.

4. Company Registers (Directors, Members & PSC)

Company registers are internal records that list:

• Directors and officers
• Members (shareholders)
• Persons with Significant Control (PSC)

These records help you understand who has decision-making power and control within the company. They also reveal if there are pending changes, disputes, or inconsistencies that could affect ownership.

5. Non-Trading / Dormancy Declarations

A legitimate shelf company should be legally dormant, meaning it has not conducted business, opened trading accounts, or taken on liabilities. Request a non-trading declaration to confirm this. Any activity such as bank accounts used, outstanding debts, or tax filings may introduce complications or liabilities that pass to you after purchase.

6. Tax Records & Compliance Documents

It is beneficial to review:

• Tax registration certificates
• VAT / GST registration status
• Corporation tax filings (if any)
• Any compliance certificates

These documents reassure you that the company has met legal obligations and is not at risk of penalties or unresolved filings.

7. Contract & License Documents (If Included)

Sometimes a ready-made company may include contracts or licenses, such as:

• Supplier or distributor agreements
• Trade licenses
• Lease agreements

If these are included, review them carefully. Ensure that contracts are legally sound, transferrable, and align with your intended use.

8. Board Resolutions & Minutes

Board resolutions authorize key company decisions, including:

• Opening bank accounts
• Appointment of directors
• Changes to share structure

Minutes and resolutions provide a record of past actions and confirm that necessary approvals were obtained correctly.

9. Bank & Financial Documentation (Optional)

While a true shelf company is dormant and typically won’t have financial accounts, sometimes sellers provide:

• Bank account setup details
• Statements confirming no activity

If these are included, verify them to confirm the company is truly inactive and free of debts or financial entanglements.

Final Tips Before You Sign

• Verify legality: Confirm every document with the relevant government or registry database.
• Work with professionals: An accountant or legal advisor can help spot red flags and interpret complex clauses.
• Be wary of missing documents: If the seller cannot produce a complete documentation pack, treat it as a warning sign.

Conclusion

Buying a ready-made company can be a strategic move, especially if you need to operate quickly or meet specific requirements such as contract eligibility. The key to a smooth and secure purchase lies in due diligence. Verifying the correct documents, understanding their meaning, and confirming that the company is truly dormant protects you from future liabilities and gives you confidence in your investment.

Start with these core documents, from the Certificate of Incorporation to compliance records, and seek professional guidance if necessary.