This memorandum has been prepared for the assistance of our clients in connection with the provisions relevant to new types of Guernsey company 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 www.ogier.com. 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.
Under the previous law, there were three types of company which could be established in Guernsey:
- a standard (limited liability) company (a
- a protected cell company (a "PCC"),
which is a single legal entity comprising of one or more cells
where the assets within each cell are generally unaffected by the
liabilities of another cell; and
- an incorporated cell company (an
"ICC"), which is similar to a PCC,
except that each cell is a separate legal entity i.e. a separate
A Guernsey company could previously and may currently be limited by shares (i.e. where a shareholder's liability is limited to the amount that they agree to pay up on the shares) or limited by guarantee (where a member's liability is the amount stated in the memorandum that the members have undertaken to contribute to the assets of the company in the event of its being wound up).
Under the Companies Law standard companies, PCCs and ICCs have been retained and two new types of companies have been introduced.
Unlimited liability companies
An unlimited liability company ("Unlimited Company") shall have members whose liability for the company's debts is unlimited while they are members, or within a year of ceasing to be members. An Unlimited Company may have a share capital, and if so, it may have shareholders. However, there may be no other type of member. Mixed liability companies
A mixed liability company ("Mixed Company") may have a share capital and may have up to three types of members:
- guarantee members;
- unlimited members; and
- shareholders (where the company has a share capital).
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.