Mantelkauf

Mantelkauf refers to the acquisition of an inactive, yet registered corporation in the commercial registry, usually a GmbH, to quickly become operational without the time-consuming process of a new formation. When purchasing a company shell, the buyer takes over all company shares, and can change the company name, location, business purpose, and management as desired, using an existing legal shell as a shortcut for establishment. This form of company acquisition is particularly attractive for start-ups, investors, and business successors who need an immediate commercial registry number, VAT ID, and bank account. It is important to note the so-called economic re-establishment: if the business operation has been interrupted for a long time, the registry court requires proof that the full share capital of €25,000 is still available, otherwise the registration may be rejected. A professional Mantelkauf therefore always includes a thorough due diligence review, examining the balance sheet, liabilities, ongoing contracts, and potential legacy issues of the shelf company. Tax advisors, lawyers, and notaries accompany the process, draft the purchase and assignment agreement, and electronically report the changes to the commercial registry. Those who fulfill these compliance obligations save time, formation costs, and bureaucratic hurdles with a Mantelkauf.