This memorandum has been prepared for the assistance of our
clients in connection with the provisions relevant to the
incorporation process 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
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.
The Companies Law came into force on 1 July 2008.
Introduction of company formation agents
The removal of the Royal Court from the incorporation process
means that company incorporations do not have to be carried out
solely by Advocates. Under the Companies Law "Corporate
Service Providers" are able to complete the incorporation
process. A Corporate Service Provider is required to hold a
fiduciary licence regulated by the Commission. This ensures that
all due diligence, know your customer and anti-money laundering
requirements are met. The Commission's consent is only required
in the case of cellular companies.
Standardised memorandum and articles of incorporation
The incorporation process has been simplified by the creation of
standardised articles of incorporation which are (previously known
as articles of association) produced from time to time under
regulations issued by the Commerce and Employment Department which
apply unless the company specifically chooses to adopt different
articles. In addition, the objects of a company are unrestricted
unless specifically limited in the memorandum of incorporation.
Ogier has a standard set of memorandum and articles of
incorporation which will ordinarily be used in place of the
standard sets promulgated under the Companies Law unless our
clients have other specific requirements.
Section 13 of the Companies Law allows companies to be
incorporated with only one shareholder (the previous position was
that at least two shareholders were required). This removes the
need for companies to have nominee shareholders which hold their
shares on trust for the ultimate beneficial shareholder, resulting
in cost savings.
New companies registry
The Companies Law removes both the Royal Court and the
Commission from the process of incorporation of a company in
Guernsey (although consent of the Commission is required for the
incorporation of protected cell companies and incorporated cell
companies). Company incorporations are implemented through the new
companies registry (the "Registry").
The fact that the Commission and Royal Court have been removed
from the process means that standard company incorporations are
able to be processed by the Registry within 24 hours. The
Registry's incorporation fees are competitively priced compared
to other jurisdictions. For example, standard (24 hour)
incorporations cost £100. For urgent company incorporation,
the Registry will offer a Rapid Incorporation (2 hours) for
£350 or Special Company Incorporations which are available in
certain limited circumstances (15 minutes) for £750. As
Guernsey companies are no longer required to have an authorised
share capital, no document duty is payable.
The Registry keeps all information in electronic form and
companies are able to submit information to the Registry in
electronic form such as their annual validation (which replaces the
annual return which each Guernsey company previously had to file at
the Greffe). Company names are also able to be reserved online for
a fee of £25.
Electronic records are available online, 24 hours a day, seven
days a week. It is intended that the current paper files at the
Greffe will be gradually input into the new electronic system so
that eventually all company searches will be able to be completed
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