Shell corporation

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A shell corporation is a company or corporation that exists only on paper and has no office and no employees, but may have a bank account or may hold passive investments or be the registered owner of assets, such as intellectual property, or ships. Shell companies may be registered to the address of a company that provides a service setting up shell companies, and which may act as the agent for receipt of legal correspondence (such as an accountant or lawyer). The company may serve as a vehicle for business transactions without itself having any significant assets or operations. Sometimes, shell companies are used for tax evasion, tax avoidance, and money laundering, or to achieve a specific goal such as anonymity. Anonymity may be sought to shield personal assets from others, such as a spouse when a marriage is breaking down, from creditors, from government authorities, besides others.

Shell companies do have legitimate business purposes. They may, for example, act as trustee for a trust, and not engage in any other activity on its own account. This structure creates limited liability for the trustee. A corporate shell can also be formed around a partnership to create limited liability for the partners, and other business ventures, or to immunize one part of a business from the risks of another part. Shell companies can be used to transfer assets from one company into a new one, while leaving the liabilities in the former company.

SEC definition

The U.S. Securities and Exchange Commission defines a "shell" company as follows:

'Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter), that has:

(1) No or nominal operations; and

(2) Either:

(i) No or nominal assets;

(ii) Assets consisting solely of cash and cash equivalents; or

(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.'^[1][2]

Background

Some companies may have had operations, but those may have shrunk due to unfavorable market conditions or company mismanagement. A shell corporation may also arise when a company's operations have been wound up, for example following a takeover, but the "shell" of the original company continues to exist.^[3] It's important to understand that the term "shell corporation" does not describe the purpose of a corporate entity. In general, it's more informative to classify an entity according to its role in a particular corporate structure; e.g. holding company, general partner, or a limited partner.

Shell companies are a main component of the underground economy, especially those based in tax havens. They may also be known as international business companies, personal investment companies, front companies, or "mailbox" companies. Shell companies can also be used for tax avoidance. A classic tax avoidance operation may utilize favorable transfer pricing among multiple corporate entities to lower tax liability in a certain country; e.g. Double Irish arrangement.

A special purpose entity, used often in the context of a larger corporate structure, may be formed to achieve a specific goal, such as create anonymity.

Examples

Shell companies can be used to transfer assets of one company into a new company without having the liabilities of the former company. For example, when Sega Sammy Holdings purchased the bankrupt Index Corporation in June 2013, they formed a shell company in September 2013, called Sega Dream Corporation, into which were transferred valuables assets of the old company, including the Atlus brand and Index Corporation's intellectual properties.^[4] This meant that the liabilities of the old company were left in the old company, and Sega Dream had clean title to all the assets of the old company. The former Index Corporation was then dissolved. Sega Dream Corporation was renamed as Index Corporation in November 2013.

As another example, the use of a shell company in a tax haven makes it possible to move profits to that shell company, in a strategy called tax evasion. Say, a United States company wants to buy products from overseas. If it brings the products directly to the United States, it will have to pay US tax on the profits. To avoid this, it may buy the products through a non-resident shell company based in a tax haven, where it is described as an offshore company. The shell company would purchase the products in its name, mark up the products and sell them on to the US company, thereby transferring the profit to the tax haven. (The products may never actually physically pass through that tax haven, and be shipped directly to the US company.) As the shell company is not based in the United States, its profit is not subject to US income tax, and as it is an offshore company in the tax haven jurisdiction, it is not taxed there either. Under the tax haven law, the profits are deemed not to have been made in the jurisdiction, with the sale deemed to have taken place in the United States. As US personal income tax is significantly less important than corporate income tax, US company executives would claim a salary (or fees, consulting fees, etc.) from the company's profits.

Countries of Domicile

Typical countries of domicile of shell companies are offshore financial centers like Ireland, Liechtenstein, Luxemburg, Switzerland, Guernsey, Isle of Man, Jersey, and the Channel Islands in Europe, Bahamas, Barbados, Bermuda, Cayman Islands, and Virgin Islands in the Caribbean, Panama in Central America, and Hong Kong and Singapore in Asia. But also in the USA some states like Nevada and Wyoming host many shell companies.^[5]

Shell companies are usually offered by law firms based in thoses countries. Prices for setting up a shell company can be as low as just $1000 for a basic version. Additional services like guaranteed anonymity or a whole net of shell companies cost more.^[6] The process of establishing a shell company is often quite easy and can sometimes be done very quickly online.^[7]

Abuse

Shell companies have been used to commit fraud, by repeatedly creating an empty shell company with a name similar to existing real companies, then running up the price of the empty shell and suddenly selling it (pump and dump).

There are also shell companies that were created for the purpose of owning assets (including tangibles, such as a real estate for property development, and intangibles, such as royalties or copyrights) and receiving income. The reasons behind creating such a shell company may include protection against litigation and/or tax benefits (some expenses that would not be deductible for an individual may be deductible for a corporation). Sometimes, shell companies are used for tax evasion or tax avoidance.^[8]

Regulation

Since shell companies are very often abused for various illegal purposes, regulation of shell companies is becoming more important to prevent such illegal activities.

See also

• Alternative public offering
• Dummy corporation
• Front organization
• Holding company
• Internal competition
• Loophole
• Money laundering
• Numbered company
• Offshore company
• Offshore financial center
• Shadow banking system
• Structured investment vehicle
• Tax inversion
• Transparency (market)

References