About
Allconsult GmbH

The business model of Allconsult GmbH

Allconsult GmbH establishes GmbH, AG, and GmbH & Co KG corporations registered under its name in Germany. These companies, are referred to as “shell” or “shelf” corporations. We offer them for sale, with all sale associated procedures, and related services, to parties in Germany, or from abroad. The interest in a “shell”, or “shelf” corporation, occurs from clients who wish to have limited liability in setting up a business, or a branch office in Germany, particularly if ‘urgency to transact’ is present. Our all-encompassing service, saves our clients time, money and bureaucratic interference.

Additionally to customised German Corporations, and through excellent international partners, we can also offer a wide palette of foreign corporations for purchase. For example, we have Swiss AG, British Ltd, Singapore Pte Ltd, Hong Kong Ltd, and many more in other countries around the world, naturally, all include qualified, domestic, legal advice.

Many corporations, banks, law firms, and consulting companies, do not bother with the formation of their own corporations, due to time, effort, and practicality. They simply purchase new GmbH, and AG from Allconsult GmbH. Provisions of “old” stock corporations is a unique selling point at Allconsult GmbH. An “old shelf” AG, is in particular demand for marketing reasons, and as “investment vehicles” for issuance IPO (initial public offering), since they accommodate “post-formation security” according to §52 AktG (German Stock Corporation Act).

Our products, and services benefit not only our German clients, but also, our foreign clients looking to do business in Germany. Naturally, our service embodies comprehensive legal care, and tax support, which is especially helpful for foreign companies/corporations entering the German market.

Our business concept attracts entrepreneurs, and existing companies, from both domestic and foreign markets. It enables a client’s participation in the German market with expediency, and limited liability. It appeals to clients, who wish to handle a variety of business dealings independently, thus, saving time, effort and bureaucratic interference.

Our shelf corporations, are exclusively, new formations, holding stock without any past business activity, thereby, guaranteeing no past liabilities. The intent of our shelf / shell corporations is to minimise the bureaucracy, time, and effort needed under the single application for a new corporation. All elements, such as corporate Name, nature of business, etc., need to satisfy the regulations and requirements of the Chamber of Industry & Commerce. These certifications, can cause delays, slowing the corporate formation process down.

Additionally, the risk liability during the formation of a “new” corporation is still wholly present. According to German BGH (German Federal Supreme Court), the principals of a corporation are liable ‘without’ limitation, with all their personal assets, for all liabilities of the pre-GmbH, or the pre-AG, until the company is entered into the Commercial Register.
Above all, our philosophy stands: “ONLY THE BEST IS GOOD ENOUGH FOR OUR CLIENTS”!

The “SPACS” Hype in USA

The concept of “SPACS” (Special Purpose Acquisition Companies) well known in the USA has now arrived in Germany. SPACS describes shelf corporations that initially raise capital through IPO, in order to invest in the acquisition of a ‘not yet’ identified company. American investment corporations want to acquire European growth corporations from the technology branch via this method.

The “SPACS hype” did not start in the USA, but here in Germany back in 1992, by Allconsult GmbH, when they introduced “shell” AG corporations/companies on the German stock exchange. The legality and admissibility on the German stock exchange of “shell” corporations/companies in the AG form, was actually realised after years of court proceedings against the Stuttgart Chambers of Industry and Commerce. The case went all the way to the BGH (German Federal Supreme Court). Allconsult GmbH won the case. As of March 16, 1992, IIZB 17/91, formation of AG “shell” corporations became legal.

Under the stock exchange law and regulations, introduction of a previously inactive AG on the German stock exchange is simple. The corporation is bureaucratically manageable, and not cost-intensive. Our comprehensive service includes the management of such. However, a “shell” AG corporation, must be at least 3 years old before it can be registered on the German stock exchange, this being a part of the legal requirements governing the “Special Purpose Acquisition Companies”, abbreviated “SPAC”. The AG corporations in our portfolio meet all these requirements.

History of Allconsult GmbH

Allconsult GmbH commenced in 1987 as a family, business-consulting company. Since that time, they have been engaged in establishing companies for their corporate clients. However, before 1992, only the formation of limited liability companies was possible. The formation of an AG is demanding, bureaucratically complicated, and time consuming, and because of the increased demand for stock corporations, Allconsult GmbH started to form an AG on a stock basis. The IHK-Stuttgart (Chambers of Industry & Commerce, Stuttgart) claimed this was illegal. Allconsult GmbH challenged this opinion through the court system, up to the BGH (German Federal Supreme Court). The decision of the BGH, on March 16, 1992 (BGH NJW 1992, p.1825 ff) cleared the way for the formations of “Vorrats-AG” (storage of AG corporations). At that time, the ‘pope’ of German corporate law, Prof. Dr. Hans-Joachim Priester of Hamburg, Germany, said, “With this BGH decision, Allconsult GmbH has written epoch-making legal history”.