A “shelf company” is an existing legal entity – usually an LLC or a corporation – available for sale and assignment to a new owner. In the case of our law firm, the shelf companies offered are unused Texas or Nevada Series LLC’s with premium asset protection and anonymity features – plus one or more assumed name certificates filed with the county clerk. Except for obtaining an EIN and opening a bank account (which can be done in a few hours) these companies are ready to do business now, an important consideration if time is a factor.
Our shelf companies are formed using this firm as organizer and registered agent, with a trust as sole manager, keeping the client’s name entirely off the public formation documents. The trust agreement that makes this possible is complex and is our own innovation. Subsequent annual filings continue to list the trust as sole manager (a necessary step if anonymity is to be preserved).
Fees for acquiring are higher than those associated with LLCs formed from scratch.
If interested in a shelf company, inquire about our current inventory.
Features of Shelf Companies
prompt delivery of first-class company materials and documents that contain state-of-the-art asset protection provisions for both traditional and series LLCs;
leather company book with seal and printed membership certificates ready to go;
immediate company operational capability under an assumed name, including the ability to make deals, enter into contracts using the DBA, and establish a bank account with checks printed in the assumed name;
ageing of the company (i.e., it was formed some time ago) – a distinct advantage if a client’s asset protection problems are relatively recent;
substantially anonymous operation (with the express exceptions of the IRS and the company’s banks and lenders).
A series LLC offers unparalleled flexibility, simplicity, and economy for any investor or businessperson with multiple properties or enterprises. It allows its owner to hold assets and liabilities within separate compartments or “series” that effectively operate as sub-companies. The Texas series LLC or Nevada series LLC shares characteristics with the traditional LLC, including the benefit of informal management, an effective liability shield, and pass-through taxation; but the series LLC also has the ability to segregate assets and insulate them from liability arising from other assets within the same company. How does this differ from a traditional LLC? In the case of a judgment against a traditional LLC, all assets of the LLC are exposed for purposes of satisfying that judgment. Not so with a series LLC. Note that a series LLC operates and acts exactly the same as a traditional LLC until the individual series are implemented. Acquiring a series shelf LLC therefore preserves a certain level of flexibility for future operations.
The series LLC is particularly effective when used as part of this firm’s recommended two-company structure – i.e., one LLC which operates as a shell management company that deals with tenants, vendors, contractors, and the rest of the public (and therefore risks lawsuits); and the other a stand-alone “holding company” that owns the hard assets and stays quietly in the background. Our real-world courtroom experience indicates that the holding company in this structure – which has legal privity with no one – is nearly impossible to successfully sue.
The Option of an Asset Protection Review
If you are uncertain of whether or not acquiring a shelf company is right for you, we offer an asset protection review (APR) which looks into the details of your situation in order to make more specific recommendations . . . so if you’re uncertain as to how to proceed, an APR would likely be the best option.