In previous briefings, we have summarised the amendments made to
the Companies (Guernsey) Law, 2008 (the "Companies Law")
as a result of the Companies (Guernsey) Law, 2008 (Amendment)
Ordinance, 2015 (the "Ordinance").
Those changes represent a refinement of the Companies Law and,
in certain cases, a relaxation of its provisions. In a
separate briefing, we have summarised in more detail the effect of
the improvements made to the "squeeze-out"
provisions of the Companies Law, which allow bidders to
compulsorily acquire minority shareholdings following a
successful takeover offer.
The changes introduced by the Ordinance have now become
effective as a result of the Companies (Transitional
Provisions and Commencement) Regulations 2015.
For the most part, the changes are effective immediately and in
full with effect from 3 September 2015.
However, transitional provisions apply where a procedure under
the Companies Law may have commenced before 3 September 2015.
Those transitional provisions clarify whether that
procedure must be completed in accordance with the old rules
that were in place when the procedure commenced, or in
accordance with the new rules resulting from the Ordinance.
In general, where a process under the Companies Law has been
commenced before 3 September 2015, that process must be
completed in accordance with the old rules, as if the changes made
by the Ordinance did not apply.
For a takeover offer that was made before 3 September 2015, the
bidder's squeeze-out rights will need to be exercised
under the old rules, and not under the new improved provisions
Notices sent by a company to its shareholders by post before 3
September 2015 will be deemed to be received in accordance
with the old rules, and not in accordance with the new, shorter,
deemed service periods
The new duties to notify the Guernsey Financial Services
Commission of a winding up of certain types of company will
not apply where the resolution to commence the winding up was
passed before 3 September 2015
The one exception to the above relates to the new provision
which prevents the Court from hearing any application in
relation to a winding up of certain classes of company unless the
Guernsey Financial Services Commission has been notified of
that application. That provision does not apply if the
Court hearing takes place before 17 September 2015.
It should also be noted that certain provisions of the Companies
Law and the Ordinance will not affect companies formed under
the old Companies (Guernsey) Law, 1994 until 31 December 2016, by
which time the Companies (Transitional Provisions)
Regulations, 2008 will have expired.
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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