As defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act, a company (other than an issuer of asset-backed securities) with no or nominal operations that has any one of the following:

Shell companies are restricted from using certain forms and taking advantage of certain conveniences under the federal securities laws. For example, shell companies are not permitted to use Form S-8 and shell companies are considered ineligible issuers that cannot use free writing prospectuses for communications during a registered offering. These restrictions are designed to prevent the use of shell companies in committing fraud and other abuses in the securities markets.