This memorandum has been prepared for the assistance of our clients in connection with the provisions relevant to the Office of the Registrar of Companies 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.
What will the Registrar do?
Under the Companies Law, the Registrar must:
- keep and maintain a register of companies
("Register of Companies"); and
- keep and maintain a register of disqualification orders
("Register of Disqualification
Online Facilities Under the Companies Law, the Registrar will create a new online registration process. For further information in relation to the incorporation of companies please refer to our Client Briefing entitled "Incorporation Process Enhancements".
The Registrar will also have the power to set up an online company search facility. This will significantly reduce the time taken for company searches in Guernsey. The current Guernsey online company search facility is at www.guernseyregistry.com.
Functions of the Registrar
In addition to the Registrar's administrative and advisory functions, the Registrar:
- is responsible for the incorporation of companies;
- must be provided with the annual validation of the company;
- has the power to strike off companies from the Register of
Companies and restore companies to the Register of Companies in
Application must also be made to the Registrar for the following:
- a change of company name;
- company migrations into and out of Guernsey;
- removal of a company's registration from the Register of
Companies (where it is migrating out of Guernsey );
- amalgamations of bodies corporate; and
- the conversion of a company from one type to another.
The Registrar must also be advised of:
- amendments to the memorandum or articles of a company;
- changes to the details of directors;
- changes to the address of the registered office;
- discharges of administration and receivership orders;
- the passing of resolutions in relation to the winding up of a
- the resident agent of a company and any changes to the details
of such resident agent;
- all special, waiver or unanimous resolutions passed by the
- certain other resolutions of the company (e.g. a resolution to
alter share capital); and
- certain court orders in relation to the company (e.g. a court
order in relation to the variation of shareholders'
Powers of the Registrar
Under the Companies Law, the Registrar has the power to do anything that appears to him to be necessary or expedient for the purpose of exercising his functions including, without limitation, the power:
- to request the production of and otherwise obtain such
documents, accounts and information from such persons and within
such periods and at such times and intervals as he thinks fit;
- to publish information, guidance, reports and other documents,
subject to any provision to the contrary in the Companies Law or
any other enactment.
Under the Companies Law, the Registrar also has the power to do the following:
- rectify any error or formal defect in the Register of Companies
in his absolute discretion and on such terms and conditions as he
thinks fit; and
- where it appears to the Registrar that the provisions of the
Companies Law or any other enactment in respect of an application,
annual validation or other matter have not been complied with,
reject the application, annual validation or other matter submitted
Fees Payable to the Registrar
Under the Companies Law, the Registrar has the power to make regulations which prescribe:
- the fees payable in respect of the exercise of his functions
(e.g. incorporation of companies);
- the interest payable in the event of default in the due payment
of fees; and
- the persons by whom such fees and interest are to be
The Registrar may refuse to exercise his functions if the relevant fees have not been paid.
Disclosure of Information by Registrar
The Registrar may not disclose or publish any confidential information held by him except in accordance with the provisions of the Companies Law or any other enactment or any rule of law.
However, the Registrar may disclose or publish any information, other than confidential information, in accordance with the provisions of the Companies Law, any other enactment or any rule of law, or, if no such provision is made, in such manner, subject to such conditions and for such purposes as he thinks fit.
Rectification of the Register of Companies
The Registrar may on an application by or on behalf of a company's members, directors or creditors, or of his own motion, rectify any error or formal defect in the Register of Companies.
Power to Reject Applications
The Registrar may reject any application, annual validation or other matter submitted to him, on such terms and conditions as he thinks fit, if it appears to him that the provisions of the Companies Law or any other enactment in respect of that application, annual validation or other matter have not been complied with.
False or Misleading Information
Where a person makes a statement or provides any information or documentation to the Registrar (or his agent, officer or servant), they are guilty of an offence if they:
- know, or have reasonable cause to believe, the statement to be
false, deceptive or misleading in a material particular;
- recklessly make a statement, dishonestly or otherwise, which is
false, deceptive or misleading in a material particular;
- produce or furnish or cause or permit to be produced or
furnished any information or document which they know, or have
reasonable cause to believe, to be false, deceptive or misleading
in a material particular; or
- recklessly produce or furnish or recklessly cause or permit to
be produced or furnished, dishonestly or otherwise, any information
or document which is false, deceptive or misleading in a material
Right of the Court to Set Aside
In addition to any specific right of appeal, a person who is directly affected by any action, direction, decision or determination of the Registrar can apply to the Court to set aside or modify that action, direction, decision or determination.
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.