Guernsey offers a pragmatic and responsive regime for the incorporation and day-to-day administration of companies. Key features of the Companies (Guernsey) Law, 2008 (as amended) include:
- Single member companies
- Ability to incorporate companies with limited liability, unlimited liability, mixed liability and liability limited by guarantee
- No authorised capital or capital maintenance requirements, other than a statutory solvency test on distributions. In turn, this means no share premium account requirements and the ability to redeem or repurchase shares out of any capital account
- Standard constitutional documents available by default
- Unrestricted company objects
- The ability to waive AGM and audit requirements
- No financial assistance restrictions other than satisfaction of the solvency test
- No statutory codification of directors' duties
- Minority squeeze-out provisions on a take-over
- The ability to transfer incorporation in and out of Guernsey, with compatible jurisdictions
- The ability to incorporate companies as protected cell companies and incorporated cell companies (see our associated Red Guide on PCCs and ICCs as Guernsey Investment Funds)
- Voluntary strike-off without a liquidation process
The incorporation process is a straightforward electronic registration. This can be completed in a day, provided that the prerequisite director registration and anti-money laundering formalities have been completed.
Incorporation must be carried out by a local corporate services provider. Our affiliated provider is AO Active.
The company must maintain a registered office in Guernsey and complete an annual validation filing. These services are usually provided by a local corporate services provider.
Details of the company are maintained on the electronic register maintained by the Registrar of Companies (www.guernseyregistry.com and www.greg.gg ) and all subsequent filings can be made electronically via the secure online portal.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.