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
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
A mixed liability company ("Mixed
Company") may have a share capital and may have up to
three types of 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.
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