Choosing between a ready-made company and registering in 2026
Ready-made company vs. registration from scratch: differences
Ready-made company: practical overview
- shelf company with zero activity;
- off‑the‑shelf entity with limited legacy contracts;
- company ready for re-registration to a new UBO.
Registration de novo: process and timelines
- preparation of the articles of association;
- appointment of directors;
- setting up the share capital;
- KYC‑beneficial owner verification.
Differences: time, cost, compliance, DTT
| Parameter | Ready-made company | Registration from scratch |
|---|---|---|
| Time to launch | From 1–5 days | From 3–30 days |
| Direct costs | Higher | Lower |
| AML‑risk | Potential legacy obligations | Clean history |
| Bank account | Often enhanced EDD | Standard KYC |
| Tax advantages | Depends on ability to demonstrate substance | Easier to set up the structure from the outset |
| Scalability | May be limited | Easily configurable |
| Reputational risk | Elevated | Minimal |
Commercial and operational advantages and disadvantages
Advantages of a ready-made company: quick start
- quick access to tenders;
- presence of a corporate history;
- VAT number or license may be available immediately.
Disadvantages of a ready-made company: AML/KYC, risks
Advantages of registering from scratch
- ability to build a tax optimization structure;
- ESR compliance;
- modern DTTs and BEPS 2.0.
Disadvantages of registering a sole proprietorship from scratch
- significant time burden on the team;
- complex bank onboarding;
- tightening of AML compliance.
Legal risks: AML KYC UBO PE ESR BEPS
AML/KYC risks when buying a shelf company in Asia and Africa
- tightening KYC;
- requirement for UBO information;
- introduction of enhanced EDD.
Economic Substance: requirements in the EU
- having a physical office;
- management accounting in the jurisdiction of registration;
- local document storage.
PE risks and taxes when expanding into Asia and Africa
BEPS 2.0 Pillar Two: impact on ROI in Africa and Asia
Due diligence checklist: shelf company and registration
Due Diligence checklist for shelf company
- verification of registration history;
- request for financial statements and declarations;
- review of court registers.
Checklist for registration from scratch
- preparation of a KYC package for all UBOs;
- development of a business plan;
- company structure diagram.
Tools for due diligence
- AI platforms for screening;
- blockchain-based KYC tools;
- centralized digital counterparty dossiers.
Access to accounts and tax benefits
Tax residency upon registration
Banking support for shelf companies
Tax structures: holding, IP box, transfer pricing, CFC
- holding company structure;
- IP box regimes;
- transfer pricing documentation.
Geo-comparison: EU, Asia, Africa, 2026
Registration in the EU: pros, cons, requirements
- access to a developed DTT‑network;
- predictable case law;
- high substance requirements.
Registration in Asia: PE risks and banks
- fast registration procedures;
- requirements for a local director;
- transaction analysis in international settlements.
Registration in Africa and AML
- projects in commodity sectors;
- local fintech‑initiatives;
- level of AML control.
Economic assessment: ROI and TCO
How to calculate ROI: an existing business vs from scratch
- TCO: purchase/registration price.
- ROI: (projected profit for the period – TCO) / TCO.
Example scenarios
- startup focused on the EU;
- exporter from the CIS to Asia/Africa;
- financial and crypto projects.
Checklist for Safe Purchase and Registration
Steps 1–5 when buying a shelf company
- Define objectives.
- Create a due diligence checklist.
- Conduct independent due diligence.
- Structure the deal through escrow.
- Post-deal integration.
Steps 1–6 when registering from scratch
- choosing a jurisdiction.
- Prepare a KYC package.
- Prepare founding documents.
- Submit registration through a local agent.
- Prepare the package for the bank.
- Establish substance.
How to choose a service provider
- expertise in AML/KYC;
- experience in the relevant regions;
- transparency of fees.
Recommended due diligence framework and documents
- disclosure of the company’s history;
- guarantees of no outstanding debts;
- commitments to assist with banks.
Common mistakes and case examples
Purchasing a shelf company without UBO verification
Registering from scratch without substance
How to remedy the mistake: restructuring and remediation
- restructuring;
- finalizing documentation;
- self-reporting and coordination with regulators.
Recommendations for businesses by type and goals
Startup in the EU market
Export from the CIS to Asia and Africa
- a holding company in the EU;
- company registration in Asia or Africa;
- in-depth due diligence of PE risks.
Financial and licensed structures