Companies are incorporated in Guernsey under The Companies (Guernsey) Law 1994 which provides for companies whose liability is limited by shares. Registration is effected with Her Majesty's Greffier, the Registrar of Companies in Guernsey, by lodging the proposed company's Memorandum and Articles of Association and a declaration signed by two founder members that they wish to form a company.
The application for registration is submitted by the advocate retained to form the company and is reviewed by the Guernsey Financial Services Commission which has responsibility for regulating the finance sector in Guernsey.
The application requires disclosure of certain information including:
1)the name, date, place of birth and occupation of the ultimate beneficial owners and directors of the company and their countries of residence;
2)the reasons for incorporating the company in the Island;
3)whether any issue of shares to the public is contemplated; and
4)details of the authorised and the issued capital and denomination of the shares.
The information disclosed on the application form is not a matter of public record and is confidential to the Guernsey Financial Services Commission.
Document duty is payable on formation on the authorised capital. Currently the minimum is œ50 which covers an authorised capital of œ10,000 or the equivalent denominated in any currency. Any amount above the minimum in authorised share capital attracts duty at the current rate of 0.5% subject to a maximum of œ5,000. It is possible to issue shares at a premium under Guernsey Law.
MEMORANDUM AND ARTICLES OF ASSOCIATION
The main clauses of the Memorandum specify:
1)the name of the company (must be suffixed by "Limited" in full);
2)the objects of the company; and
3)the amount of the authorised capital (in any currency).
The Memorandum is signed by the two founder members, who can be nominees. Although the registered shareholders are almost invariably nominees for administrative purposes, there is no legal requirement that the shareholders be local residents. After the incorporation nominee shareholders signify that they are holding the shares for the beneficial owners by executing declarations of trust.
The Articles form the company's internal constitution and set out the rights and duties of its members and directors.
The Articles, Objects, Authorised Capital and the Name may be altered by a special resolution of the members, a certified copy of which must be lodged with the Registrar of Companies.
Every company must maintain a registered office in the Island and notify the address to the Registrar of Companies. The register of members and copies of the annual returns must be available for public inspection there at certain times and the company seal must be kept on the premises.
The company is also bound under the law to affix its name in full in a prominent position at its registered office.
Other records which need to be kept at the registered office, but which are not available for public inspection, include books of account and minute books reflecting the proceedings of all meetings of the shareholders and directors of the company.
Every company must hold an annual general meeting of its members which need not be held in Guernsey. There is a requirement that the company's annual accounts be forwarded to the shareholders prior to the Annual General Meeting.
The statutory requirements regulating the form and content of accounts presented to the Annual General Meeting are very limited but, in practice, the layout is similar to accounts prepared in the United Kingdom, and in fact Statements of Standard Accounting Practice applicable in the United Kingdom and International Accounting Standards are observed by the accountancy profession on the Island.
An annual return must be filed with the authorities as at 1st January in each year, accompanied by an annual registration fee of œ100. The return is open to inspection by members of the public and discloses the names and addresses of the shareholders and the names and addresses of the directors. The identities of the beneficial owners are not required to be disclosed and no accounts have to be filed.
An annual audit is required by law except in certain circumstances when a company may claim exemption.
Guernsey has become a favoured jurisdiction for the establishment of offshore companies due to a long history of economic and political stability. The Island has its own legislation and democratic Government and has preserved fiscal automony for over nine hundred years.
Located thirty miles west of the Cherbourg peninsula, and eighty miles from the south coast of England. There are excellent travel facilities with the United Kingdom and continental Europe. Modern electronic communications enable Guernsey to work with clients and other financial institutions throughout the world.
This article provides a general outline on the subject at the time of writing. It is not intended to be exhaustive nor to provide legal advice in relation to any particular situation and should not be acted on or relied upon without taking specific advice.