To apply, a company has to demonstrate that it is able, under the law of the country of its incorporation, to transfer its incorporation, and in addition, must obtain the consent of not less than 75% of the company's shareholders.
Prior to applying to the Court for registration, the company has to also obtain the consent of the Guernsey Financial Services Commission which will require the following:
- A copy of the company's Certificate of Incorporation or other similar document providing evidence of its incorporation.
- A copy of the Memorandum and Articles of the company printed in English which complies with the requirements of Guernsey Law.
- Evidence that the company is not prohibited from being registered as a Guernsey company.
- The names and addresses of the company's current and any anticipated directors together with their consents.
Following registration in Guernsey, the company must file evidence with the Guernsey Registrar as soon as possible that the company has ceased to be registered in the foreign jurisdiction.
The new law makes clear that the effect of the registration of an overseas company must not be to create a new legal person and any legal proceedings which have been instituted against an overseas company before registration can be continued after registration. It is not possible for an overseas company to be registered in Guernsey if the company is being wound up or is in liquidation or is declared insolvent.
Under the legislation, a new provision now enables a Guernsey company, with the consent of the Guernsey Financial Services Commission, to request to be removed from the Register of Companies for the purpose of being incorporated under the law of another jurisdiction.
The enactment of this new legislation is part of a continuing process to ensure that Guernsey's corporate law continues to develop and be relevant to today's business environment.
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.