Guernsey: Establishing An Offshore Company In Guernsey

Last Updated: 16 January 1997
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.

COMPANY FORMATION

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.

SHARE CAPITAL

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.

REGISTERED OFFICE

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.

STATUTORY REQUIREMENTS

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.

SUMMARY

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

 
In association with
Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions