Check a shelf company and organise the handover

Define exactly what is being offered

Use this checklist to organise questions and evidence before a shelf-company transaction. It is a practical due diligence aid, not a sale agreement or a legal opinion on the company. Ask for the exact registered name and registration number at the start. Keep the seller’s description and the supporting evidence together.

List each promised component separately: shares, company records, tax registrations, filing assistance and account updates. If an offer mentions VAT or customs, write those items into the evidence checklist. Do not assume that the broad label “ready to trade” explains what has actually been checked.

Request a company-specific evidence pack

• Registration documents, current company information and the adopted MOI.
• Securities register, relevant share certificates and the proposed transfer documents.
• Annual return and beneficial ownership filing evidence.
• Tax registration records, recent statements and filing history relevant to the advertised registrations.
• Written details of previous trading, bank accounts, contracts, employees, disputes and liabilities, including confirmation where there have been none.
• A proposed handover schedule and the identity of the person authorised to sell.

Obtain sensitive records through an agreed private channel. If a record cannot be supplied, list it as outstanding rather than treating silence as confirmation.

Review the transaction in order

1. Match the identity. Compare the registration number across every document. Investigate different names or dates and obtain the supporting change record.
2. Check the ownership evidence. Establish who holds the shares, what is being transferred and what restrictions or approvals the MOI requires. Ask an appropriate adviser to review the transaction documents.
3. Review the history. Build a short timeline from incorporation to the proposed handover. Ask for an explanation and evidence of activity, returns and balances during that period.
4. Check advertised tax registrations. With proper authority, verify the relevant status and records. Review outstanding returns, balances and access requirements separately from the existence of a tax number.
5. Agree the conditions. Record unresolved issues, responsibility for earlier obligations, documents to deliver and the evidence required before completion. Obtain legal and tax advice on material risks and contractual protection.
6. Complete and verify the handover. Check each agreed update against its acknowledgement or current record. Keep unfinished work visible until evidence confirms completion.

Keep ownership, directors and SARS access distinct

CIPC’s company FAQ explains that the company maintains its securities register. A director amendment and a share transfer are different records. Review the beneficial ownership requirements when ownership or control changes.

Assess the tax consequences of the transfer using the SARS Securities Transfer Tax guidance. An adviser should establish the treatment of the specific transaction, including any claimed exemption and the supporting evidence. Avoid assuming that a company described as dormant makes every part of the transaction tax free.

Use the SARS representative guidance to check the correct capacity. A handover of someone else’s password is not a sound replacement for authorised access.

Track the handover by evidence

Use named people rather than entries such as “the accountant” where more than one adviser is involved. Agree how unresolved items will be followed up after completion.

Pause when the evidence does not support the description

The seller says there was no trading: request the records and explanation supporting that statement. Check for bank activity, returns or agreements that require clarification.

A VAT number is supplied without history: ask for the corresponding registration and compliance records. Review the VAT-registered shelf-company service for the relevant enquiry scope.

The director list has changed but share records have not: return to the agreed ownership transfer documents and approvals. Do not mark the ownership handover complete on the director record alone.

An unexplained debt or dispute appears: obtain specialist advice before proceeding. For assistance assembling the checks, enquire about Vatco’s shelf-company service with the intended use and the outstanding evidence clearly identified.