What is a ready-made company (shelf company) and when it pays off

A ready-made sp. z o.o. is an existing Polish limited company, already entered in the National Court Register (KRS) and registered for VAT, which has not traded. You buy its shares and then change its name, address and PKD codes instead of setting up a new company from scratch.

A ready-made company spreads costs and formalities differently from a new one. You pay more than for a registration, and in return you get a company with an earlier entry date and with EU VAT. Below we explain exactly what you buy, what the company’s age gives you and in which situations a ready-made company saves you the most time and formalities. Current ready-made companies for sale in Poland, with their price and age, are on our list.

A ready-made company: what you actually buy

You buy shares, not a business in the everyday sense. After the purchase you become a shareholder of a company that already existed and is legally the same company. The KRS number and entry date stay, and the details you choose change: shareholders, management board, name, address and PKD codes.

For companies offered by VKANCELARIA, the price also covers the paperwork after the purchase. We prepare the KRS documents in S24, the CRBR filing and the tax office documents: NIP-8, UPL-1 and ZAW-FA. All changes, such as the name, address and PKD codes, are included in the price, whether you change one thing or everything.

The company runs on the default S24 template articles, and the share capital of each one is at least PLN 5,000, as the Commercial Companies Code requires. The template cannot be changed in the system, but you can review it before buying. Its scope is broad: the KRS shows the main code and 9 additional ones, while the articles list several dozen entire PKD divisions, so in practice every company covers all industries. We write more about this in our article on PKD codes in a company.

A ready-made company versus a company with a history

The two terms are often confused, but they mean completely different things. A company with a history has traded: it had turnover, customers, contracts and liabilities. Buying it means taking over its track record together with everything in the background, which is why such a purchase needs a detailed review of documents.

A ready-made company from our list has none of that. It has not traded or signed commercial contracts, and its tax returns and financial statements have been filed on time. So you do not take over anyone else’s contracts or settlements, but you also get no turnover, references or experience. You get a company with an entry date and EU VAT registration that you run your own way from day one.

Company age: when it pays off

A company’s age is the time since it was entered in the KRS. The date is visible in the register, so anyone can check it. It matters when someone outside looks at that date, for example a business partner vetting you, a leasing company or a contracting authority whose tender conditions require a business to have existed for a set period.

Age helps where the condition is how long the business has existed, not its turnover. We cover the details, including leasing and tenders, in our article an aged company: what the KRS entry date gives you.

• Age can help when the condition says, for example, “the business has existed for at least one year”.
• Age will not help when the condition concerns turnover, experience or references.
• If nobody checks the entry date, a company with a shorter history is enough. An older company gives you a date that your bank, leasing company and contracting authority will see.

How much does a ready-made company cost

The price of a ready-made company at VKANCELARIA depends on its age, not on its capital or district. It starts from PLN 2,500. The purchase is a share sale agreement, so there is a single price and no invoice: the agreement is the document of purchase. You pay before signing it, by bank transfer or in cash at either of our offices, and the company is reserved once the payment is booked. Every price comes with a PLN 200 court fee for the change application, however many changes that application contains.

Ready-made or new company: a comparison

Both routes lead to the same legal form. They differ in price, entry date and what the company has on the day you take it over.

When a ready-made company gives you the most

A ready-made company saves the most time and formalities when you want to start straight away with a company that has already been through registration. This is what you gain compared with setting up a new company.

• EU VAT from day one. The company is already registered for VAT and EU VAT, so you do not wait for registration before your first transaction with a business in another EU country.
• A KRS entry date that others can see. A business partner, leasing company or contracting authority checking how long a business has existed will see the earlier date in the register.
• All changes in one application. We change the name, address, PKD codes, shareholders and management board in one KRS application with a single PLN 200 court fee, and preparing the documents is included in the company price.
• Buying online, without a notary. All companies in our offer were set up in S24, so you sign the share sale agreement online in the same system.
• Two Warsaw addresses to choose from. The companies are registered in Wola or Śródmieście. You can keep that address with a virtual office agreement or give your own address at the purchase in the same application.

Remember that buying does not replace ongoing obligations. The company still files tax returns and financial statements, needs accounting and an address, and a sole shareholder is insured with ZUS like a business owner (with a job paying at least the minimum wage, usually only the health contribution), just as in a new company.

You can check the VAT and EU VAT status of every company on the list yourself, in the VAT taxpayer register and in VIES, preferably on the day of purchase. We show how in buying a ready-made company step by step.

When it is better to set up a new company

There are three situations in which a new company will serve you better from the start.

• You want to make a contribution in kind, meaning something other than cash. In a company on the template this is only possible when increasing the capital by a resolution in the form of a notarial deed (art. 158 § 1² KSH, in Polish).
• You need non-standard articles. The S24 template cannot be changed in the system, and after amending the articles before a notary the company may lose the option of making further changes through S24.
• The condition you have to meet concerns turnover or references. A company that has not traded has neither, whatever its age.

In those cases, see company registration or our guide on how to register a company in Poland. We break down the cost of a new company in our article on registration costs.