Let’s start with the definition. A Shell Company as defined in Rule 405 of the Securities Act is a company that has:
No or nominal operations; and No or nominal assets Assets consisting solely of cash and cash equivalents; or Assets consisting of any amount of cash and cash equivalents and nominal other assets. This definition is not 100% quantifiable but it does provide a benchmark for risk processes. Additionally, reporting issuers must disclose if they fall within the definition set in Rule 405, but enforcement cases show issuers sometimes skirt the issue.