Selling Off-the-Shelf Companies: Now a TCSP Activity

Some accountancy and formation agents keep a stock of ready-made companies to sell to clients who want to start trading quickly. Since 30 June 2026, that activity is expressly part of the UK's money laundering rules for trust or company service providers (TCSPs). This guide explains what the Money Laundering and Terrorist Financing (Amendment) Regulations 2026 (S.I. 2026/621) changed, what HMRC's guidance says about selling off-the-shelf companies, and what a firm that does this should check. It uses the text of the regulations on legislation.gov.uk and two HMRC pages on GOV.UK. It is general information, not legal advice, so confirm your position with your supervisor.

For the wider picture, see our guides to TCSP AML obligations and to the 2026 amendments to the Money Laundering Regulations.

What changed

Regulations 4 and 7 of S.I. 2026/621 do two things. Regulation 7 adds "selling an off-the-shelf firm" to the list of services in regulation 12(2) of the Money Laundering Regulations 2017 that make a person a trust or company service provider, and defines an "off-the-shelf firm" as a firm that either does not carry on business, or carries on business that is not the main activity of the TCSP. Regulation 4 adds the new service to the list of services treated as creating a business relationship. The explanatory note says the purpose is to bring this service within the TCSP services and to treat it as a business relationship. Matching changes were made to Schedule 3A of the Terrorism Act 2000 and Schedule 9 of the Proceeds of Crime Act 2002. Most of the instrument came into force on 30 June 2026.

What HMRC's guidance says

HMRC's GOV.UK page on whether you need to register for money laundering supervision as a TCSP lists the services that make a business a TCSP: forming companies or other legal persons, selling off-the-shelf firms, providing a registered office or business, correspondence or administrative address, and acting or arranging for someone else to act as a company director or secretary, a partner in another legal person, a trustee of an express trust, or a nominee shareholder. Its update history records that information on off-the-shelf firms was added on 30 June 2026.

The page describes an off-the-shelf firm as one you did not form on a specific customer's instructions and that either has no business activity, or has business activity that is not your main activity. It says that selling a firm you bought in order to keep it dormant is also covered.

Registration and supervision

According to HMRC, a TCSP must register with HMRC for supervision unless another body already supervises it. It must not run the business until HMRC confirms the application has succeeded, a rule HMRC says has applied since 10 January 2020. The application is made online and also starts the fit and proper test, and fees are paid at the same time. HMRC's sector guidance adds that fit and proper checks apply to the TCSP and its beneficial owners, officers and managers, and that trading before the checks are completed is a breach.

If you are an accountancy firm already supervised for accountancy services, check with your supervisor whether selling shelf companies changes the services you are supervised for. Our guide to HMRC AML supervision, registration and fees covers the registration process in more detail.

Every sale is a business relationship

The legislation now treats selling an off-the-shelf firm as creating a business relationship. HMRC's TCSP guidance (AMLG2500, published 8 July 2026 and last updated 16 July 2026 on the page we reviewed) says customer due diligence must be carried out when a business relationship begins, and that TCSPs have no occasional transactions: every TCSP service counts as a business relationship. In practice, that means you cannot treat a shelf company sale as a one-off retail transaction with no identity checks. Where a sale runs through an intermediary, HMRC says to understand each party in the chain and the reasons for it, identify the end users and decide who your customers are, and that reliance on other parties under regulation 39 may be possible where appropriate.

Why regulators care about shelf companies

HMRC's guidance gives reasons. It warns that older off-the-shelf firms can give an appearance of legitimacy to shell companies used to move illicit funds, and that shelf companies sold with existing UK bank accounts could help proliferation-linked companies reach the financial system. It lists risk factors for TCSPs generally, including complex or multi-jurisdiction structures that can hide beneficial ownership, registered offices used to distance a business from its real location, nominee services that conceal who controls a business, multiple or bulk formations with no clear commercial purpose, intermediaries used to conceal identity, and unexplained transfers, unusual cash or foreign currency activity, third-party payments or unexplained wealth. HMRC's guidance also summarises the National Risk Assessment as rating money laundering risk through TCSPs as high and terrorist financing risk as medium; see our summary of the 2025 National Risk Assessment for the ratings we reviewed.

A checklist for firms that sell shelf companies (our suggestions)

These points are our own, not HMRC requirements:

• Work out whether any company you hold for sale falls within the definition, including dormant companies you bought to sell on.
• Check whether your current registration or supervision covers selling off-the-shelf firms, and ask your supervisor if you are unsure.
• Complete customer due diligence, including beneficial ownership, before you hand over the company or its controls.
• Record why the buyer wants the company, and be cautious about buyers who want several companies or a quick sale with no clear business reason.
• Do not sell a company with a bank account attached unless you have thought through the extra risk HMRC describes.
• Keep your firm-wide risk assessment up to date to reflect this service, as our guide to nominee directors, shell companies and complex structures suggests.

Frequently asked questions

Is selling a dormant company I bought covered?

HMRC's registration page says that selling a firm you bought in order to keep it dormant is covered.

When did this start?

The relevant provisions of S.I. 2026/621 came into force on 30 June 2026, and HMRC's guidance records the change on the same date.

Do I need to register with HMRC?

If you are a TCSP and no other body supervises you, HMRC says you must register and must not trade until HMRC confirms the application has succeeded. Check with your own supervisor if you are already supervised elsewhere.