Guernsey: Guernsey Register Of Beneficial Ownership

Guernsey's Policy and Resources Committee has recently submitted its proposals for the establishment of a register of beneficial ownership for consideration by the States of Guernsey at its sitting on 15 February 2017. Following consultation papers issued in May 2015 and 2016, the States has now approved the Committee's proposals in principle and issued draft legislation for the establishment of a central register with the stated aim of maintaining Guernsey's commitment to meeting international standards aimed at tackling financial crime.

Key features:

  • Register to be applicable to all forms of legal persons in Guernsey
  • Not publically accessible - information on it will be secured and treated as confidential
  • Direct access for the Bailiwick's law enforcement bodies and the Guernsey Financial Services Commission ("GFSC")
  • Legal gateways to be established to permit sharing of such information with domestic and foreign authorities
  • Office of Registrar to be established with oversight and enforcement powers including the ability to impose administrative financial penalties
  • Criminal and financial penalties to be imposed for breach of obligations in respect of beneficial ownership information
  • Resident agents' powers to obtain, provide and retain beneficial ownership information to be extended and a statutory process for their resignation to be put in place
  • Express statutory prohibition on the use of all bearer instruments, including bearer warrants

The establishment of a register of beneficial ownership has preoccupied Guernsey legislators since David Cameron's announcement in 2013 that the UK was intending to set up its own central register there, at the same time urging Guernsey, Jersey and the Isle of Man to do the same. Whilst Guernsey is already recognised as having extremely high standards of transparency (as demonstrated by the recent MoneyVal evaluation report published in 2016 and its inclusion on the OECD 'white list' of cooperative jurisdictions) its legislature continues to explore measures aimed at ensuring that it remains at the forefront of international standards.

Given the comprehensive work already done by Guernsey in this area (where there already exist obligations on resident agents to obtain beneficial ownership information for certain legal entities and provide it to the authorities on demand), the proposed regime will not, in actual fact, involve a major departure from the current, well established position. What it will do, however, is ensure that such information will soon be held centrally, thereby streamlining the authorities' ability to access it. Additionally, as well as extending the requirements to all legal entities registered in Guernsey, it will create a mechanism for oversight of the process by enhancing the existing beneficial ownership obligations on resident agents alongside their powers to obtain such information from the companies they are responsible for.

Draft legislation, providing much of the technical detail for the establishment of Guernsey's Register, is currently at the consultation stage. Although we will have to await the results of the consultation, currently the key features of the proposed new regime are as follows:

Legal persons

Guernsey companies and limited liability partnerships are already required to appoint either a licensed corporate services provider or locally resident official to act as resident agent under the Companies (Guernsey) Law, 2008 ("Companies Law") and the Limited Liability Partnerships (Guernsey) Law, 2013 ("LLP Law"). The resident agent is required to take reasonable steps to ascertain the identity of the beneficial owners of the entity in question and has the power, by notice, to require the provision of such information from members.

Under the new proposals the new register will apply to all legal entities in Guernsey, including limited partnerships and foundations registered and established under the Limited Partnerships (Guernsey) Law, 1995 and the Foundations (Guernsey) Law, 2012 respectively, which will likely mean that they too will be required to appoint resident agents (if they do not already have them) for this purpose.

It is intended that the exemptions currently in place for entities which are already subject to beneficial ownership disclosure requirements (for example listed companies and open/closed-ended companies and investment schemes) will continue under the new regime.

Beneficial owners

To provide clarity it is intended that a statutory definition of 'beneficial ownership' will be introduced by the Committee by regulation. Although it appears that the Committee intends to engage in a further period of consultation in respect of this definition it is likely that this will follow the FATF recommendations as regards ownership and control in order to comply with international standards.

Registrar's powers

It is proposed that a new office of Registrar of Beneficial Ownership will be established with powers to monitor and verify information provided by resident agents. The Registrar's powers will include the ability to issue notices to obtain beneficial ownership information from legal entities, resident agents or third parties (with whom a beneficial owner has an established business relationship) but will be subject to strict safeguards as to confidentiality and data protection. For example, it is proposed that the Registrar will only be empowered to take copies of documents at an entity's registered office where this is necessary for the purposes of an enforcement action.

To avoid duplication it is proposed that such powers will not extend, however, to legal entities already subject to oversight by the GFSC. It is anticipated that the new legislation will extend the GFSC's existing enforcement powers to include the adequacy of information provided to the Registrar with concomitant information sharing powers between the two bodies to enable this to be policed adequately.

Access to information

The register will not be publically available as it is not considered that this would enable Guernsey to demonstrate that the information held is secure. Accordingly all information provided to the register would be confidential and electronic data held encrypted. It is proposed, however, that such information can be shared with Guernsey's revenue and law enforcement bodies as well as with foreign authorities for certain specified purposes subject to adequate legal gateways being put in place.

The proposal is for such specified purposes and legal gateways to mirror those already in place elsewhere in Guernsey law - namely the prevention, investigation or prosecution of crime, the exercise of regulatory functions and the exercise of the functions of intelligence, tax and local and international regulatory and sanctions authorities.

Resident agents

It is proposed that resident agents be under a statutory duty to keep an up-to-date record of the relevant beneficial owners' particulars. To assist, their existing information gathering obligations under the Companies Law and the LLP Law will be extended to require notification of any former names of an individual along with an address for service for that individual. Additionally they will be under explicit obligations to verify that such details are correct and provide them to the Registrar with a statement confirming that such verification has taken place. In the case of nominee arrangements both the legal and beneficial owners of entities will need to be notified to the Registrar. Such obligations will be ongoing with resident agents being required to notify the Registrar of any changes as soon as they could reasonably be expected to have become aware of them.

Given the introduction of wider obligations for resident agents, it is proposed that their existing information gathering powers in relation to members under the Companies Law and the LLP Law will be extended to enable them to obtain information from third parties who may hold relevant information about a beneficial owner. Such powers will likely correspond to the information gathering powers recently introduced in the UK in respect of the register there and include a statutory duty that resident agents exercise them where they have "reasonable grounds" for believing that a person may be a beneficial owner.

In order to afford resident agents some measure of protection in the case of non-compliant entities it is also proposed that a statutory mechanism be put in place to allow them to serve notice of an intention to resign, the effect of which would be to leave an entity liable for strike off absent the appointment of a replacement.

In order to afford resident agents some measure of protection in the case of non-compliant entities it is also proposed that a statutory mechanism be put in place to allow them to serve notice of an intention to resign, the effect of which would be to leave an entity liable for strike off absent the appointment of a replacement.


In order to comply with international standards it is proposed that the Registrar will have powers to issue warnings, private and public statements and compliance notices (for example requiring provision of up-to-date or further information) as well as to impose administrative financial penalties and disqualify persons from acting as resident agents.

Where the Registrar has reasonable grounds to believe that a member or beneficial owner has failed to comply with his obligations it is proposed that he be empowered to place such restrictions on that member's interest as he thinks fit, including on voting, transfer and dividend rights. Additionally it is proposed that, along with civil penalties up to a maximum of £20,000, criminal penalties and sentences of imprisonment (up to a maximum of 2 years) will apply for serious breaches of obligations in relation to beneficial ownership information, similar to those already in place under existing Guernsey legislation for comparable offences.

Again it is not proposed that such powers will extend to entities licensed or administered by persons licensed by the GFSC since the GFSC already has extensive supervisory jurisdiction in this regard. As above, information sharing powers will be provided to the Registrar and the GFSC in order to ensure that such entities are fulfilling their obligations going forward.

Bearer instruments

Although the issuing of bearer shares has not been permitted in Guernsey for many years now, there are no implicit or explicit prohibitions in respect of the use of bearer warrants. Accordingly, in order to ensure compliance with current FATF standards it is proposed that the new legislation extend the prohibition to cover all bearer instruments.

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.

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

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
Font Size:
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
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
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 (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

To Use 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.


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.


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