This memorandum has been prepared for the assistance of our clients in connection with the provisions relevant to Name, Office, Seal and Records under the Companies (Guernsey) Law, 2008 (the "Companies Law"). It is intended to provide only a summary of the main legal and general principles and it is not intended to be comprehensive in scope. It is strongly recommended that you seek specific legal advice on such matters and we would be pleased to assist in this respect. A series of briefings on other specific aspects of Guernsey companies has been produced by Ogier and is available on our website www.ogier.com. Transitional provisions have also been made (a separate briefing addresses the operation of these).
The memorandum has been prepared on the basis of the law and practice in Guernsey as at 1 July 2008.
Introduction
The Companies Law came into force on 1 July 2008.
Company Name
There are compulsory components required as part of a company's name which vary according to the type of company or the liability of the company. For example, protected cell companies are required to have "Protected Cell Company", "PCC" or such other expression as may be approved in writing by the Guernsey Financial Services Commission in their name and a company limited by shares is required to have "Limited", "With limited liability", "Ltd.", "Avec responsabilité limitée", or "ARL" at the end of its name. There are exemptions from these requirements in limited circumstances.
Certain company names are prohibited. A company may not have words in its name which refer to a company of a different type or liability (for example, a protected cell company may not have "ICC" in its name). A company must not have a name which is the same as a name currently appearing on the Register of Companies ("Register") or that has been reserved with the Registrar of Companies ("Registrar"). Further, a company cannot have a name which is likely to be confused with some other person already established in Guernsey or a registered trade mark, or a name which gives a misleading indication of the company's activity. Nor can it have a name which would constitute a criminal offence or would be contrary to public policy or accepted principles of morality.
A company may change its name by passing a special resolution authorising the name change. An application must be made to the Registrar and must be accompanied by the special resolution authorising the name change and a declaration of compliance (name change). The Registrar will publish the proposed name change and if the application is granted the Registrar will issue a certificate of change of name and the new name of the company will be inserted on the Register.
Corporate service providers may reserve company names with the Registrar for a period of three months, during which time the name cannot be reserved by any other person or used in an application for incorporation by any other person (unless consent is given by the person who reserved that name).
Office
A Guernsey registered company must at all times have a registered office in Guernsey. An incorporated cell shall have the same registered office as its incorporated cell company.
A company may change its registered office by giving notice in the form prescribed by the Registrar. The change takes effect upon the notice being registered by the Registrar, but for a period of 14 days (beginning with the date it is registered) a person may validly serve a document on the company at its previous registered office. Special provisions in relation to a change in registered office apply to incorporated cell companies and non-cellular companies being converted and transferred.
A company's name must be displayed in a conspicuous place and in easily legible letters at its registered office and at any other place at which its business is ordinarily carried on. A company's particulars (its name, registration number, address of its registered office and the fact that it is limited by guarantee, if applicable) must appear on all its order forms, formal business letters and on its website (where applicable). This applies equally to correspondence in electronic form.
Seal
A company may, but need not, have one or more common seals. A common seal may be used in any jurisdiction unless the articles of the company provide to the contrary. The name of the company shall be engraved in legible characters on its common seal.
Company records
The term "company records" within the Companies Law refers to any register, index, record, accounting record, agreement, memorandum, articles, minutes or other document required by the Companies Law to be kept by a company.
Company records can be kept in hard copy or electronic form and may be arranged in such manner as the directors or secretary think fit, provided that the information is adequately recorded for future reference. Where records are kept in electronic form they must be capable of being reproduced in hard copy form and are deemed as being kept at a place where hard copy access to them can be obtained.
Where company records are in electronic form, any duty imposed by the Companies Law to allow inspection or to furnish a copy of a company record is treated as a duty to allow inspection or furnish a copy in hard copy, unless the person seeking inspection or a copy consents to its being in electronic form.
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.
