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Public Shell

What is a public shell?

This is the proper definition of public shell: A public shell is a company that has shareholders but has no or minimal assets or earnings. Public shells are also called a shell company or shell corporation. In more formal circles they can be referred to as public shell company or public shell corporation. The SEC Securities and Exchange Commission governs the sale of securities.


There are three types of public shell companies:

Blank Check Public Shell or Virgin Shell Company: These are companies that are public companies. They have filed a registration with the SEC under the US Securities Exchange Act of 1934 to become Securities and Exchange Commission Reporting Public Shell Corporations.

Instead of buying a public shell for sale you can just take your own company public directly as a direct public offering. By going public with a direct public offering instead of a public shell company you don’t have to do a reverse merger with a public shell. With that said, if you are a consultant that might come across a company in the future that would benefit from becoming a public company quickly, then we can make you a brand new public shell corporation.

The public shells we create for lawyers and consultants are called SEC reporting shell companies. The Securities and Exchange Commission (SEC) classifies these as blank check companies. An SEC reporting blank check shell is a public company that was registered with the SEC to go out and find a company - not yet identified - to merge with. The shell company will not have had a previous operating business entity within it. It is created only for the purpose of finding a company that wishes to go public to do a merger with it.


Pink Sheet Shell that is a trading Public shell:These shells, because they are not SEC reporting companies - that is they are not required to file annual reports on Form 10-K or Form 10-Q, episodic reports on Form 8-K and other required SEC reports - they can ONLY trade on the Pink Sheets.


OTCBB Shell that is Trading: These are also known as OTC Bulletin Board Shells. These companies are SEC reporting and trade on the NASD FINRA Over-the-Counter Bulletin Board. These had an old business entity in it so it can have lawsuits pending.


In the traditional reverse merger with public shell company, your company reverse merges with the public shell corporation; your business is deemed to be the surviving entity. You and the people who own the stock end up with a significant majority, but not all, of the issued and outstanding stock after the reverse merger with the public shell is completed. This transaction is called a shell company merger or shell merger. These Public Shell corporations or Public Shell companies are also called a public shell company or public shell corporation.


A Pink Sheet Public Shell or an OTCBB Shell (Over the Counter Bulletin Board Shell) are entities that are left over from failed companies and there can be many hidden liabilities. These are unlike the blank check company which is a new public shell company. You can just take your company public directly and not merge with public shells.


We would be happy to take you public on any exchange you qualify for. New companies can go public on the Pink Sheets, the OTCQX Prime or the OTCQX premier or the OTCBB. If you go public on the Pink Sheets first, later on it is rather easy to move up to the OTCBB or NASDAQ. The over the counter bulletin board does not have any asset or revenue test but NASDAQ does.


Learn More about why your company may want to go public. We can take your business public directly and do a direct public offering instead of a merger with a public shell.



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