A Shell Company has no operations and no or nominal assets and liabilities, but the shareholders remain.
In the process of an operating business failing and leaving behind a Shell, many issues must be addressed in order to ensure that the successor business or merger candidate does not end up assuming the liabilities and responsibilities of the former operating business.
In most cases these issues can be rectified. For example, prior liabilities may be written off if the statute of limitations has passed, or the debt may be settled.
Shells generally derive from a failed public company business. A company may have traded on an exchange and subsequently suffered a failure of the operating business leaving behind a shell.
When the operating business ceases entirely it leaves behind a shell Company. It also leaves behind a prime opportunity for up-and-coming private companies to take their place in the public market via a reverse merger.
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