The States of Guernsey will meet on 30 October to discuss and
approve the Companies (Guernsey) Law, 2008 (Amendment) Ordinance,
2013. If approved, changes to the Companies (Guernsey) Law, 2008
will take effect on 1 November 2013.
Proposed within the ordinance are two long-awaited amendments to
the existing legislation, both with practical and very useful
consequences. Firstly, the requirement for Guernsey companies
to publish information regarding issued shares (number, aggregate
value, amounts paid up and forms of consideration, etc.) in annual
validations will be removed, thus further simplifying the return
and considerably improving the position for corporate service
Secondly, and perhaps more significantly, are the changes to the
"audit exemption" provisions within the law. At
present, in order to exempt a qualifying company from the
requirement for its accounts to be audited, members of a company
must pass a waiver resolution (being not less than 90% of the
holders of shares) each year. The added complication under the
existing regime is that this waiver resolution must be passed for
each financial year before it begins. The ordinance will
allow members to pass a single waiver resolution exempting their
company from audit indefinitely (much like they can now for annual
general meetings). Additionally, members will have the power
to rescind an audit exemption by ordinary resolution, provided such
resolution is passed not later than 11 months after the beginning
of the financial year to which such resolution relates.
The Guernsey Registry and Guernsey service providers have been
anticipating the incoming audit waiver amendments for some time.
The Registry has already published on its website a form of
"indefinite waiver" resolution that many corporate
service providers have chosen to have companies pass in
anticipation of the ordinance coming into force. Provided the
ordinance takes effect on 1 November, companies having passed such
a resolution will be treated by the Registry as already having
indefinitely waived their audit obligations.
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.
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