Company Registration in Guernsey - Business Starting & Setup

Guernsey has its own independent system of law, which is different from that of the United Kingdom. In fact, Guernsey is just one of the islands which together form the ‘Bailiwick of Guernsey’. Within the Bailiwick, Sark and Alderney have their own systems of law, although there is a great deal of overlap between the three systems.

Guernsey’s law is founded on the customary law of Normandy, particularly where issues of land and succession are concerned. However, particularly in more recent years, a considerable amount of English-derived legislation and principles have been imported into Guernsey law.

Companies are regulated by the Companies (Guernsey) Law 2008.

The principal forms of business organization in Guernsey are:

• sole trader;
• partnership;
• limited partnership;
• company limited by shares;
• company limited by guarantee;
• unlimited liability company;
• mixed liability company;
• cellular company;
• branch of foreign company;
• trust.

The most common structure is the company limited by shares.

There is a range of requirements to the company name in Guernsey:

• A company limited by shares shall have the following word or words at the end of its name – "Limited", "With limited liability", "Ltd.", "Avec responsabilité limitée", or "ARL".
• A company cannot use the same name as a Guernsey registered company, a company that has existed on the Guernsey register in the previous 10 years or a reserved company name;
• A company cannot use a name that is, in the opinion of the Registrar, likely to be confused with another company in Guernsey or with an established trade mark;
• It must not be misleading, offensive, constitute a criminal offence or be the contrary to public policy;
• Reference to bank, fund, insurance will no be accepted unless the company is actually regulated by the GFSC;
• Any name that implies royal or government connection, support or patronage will require the permission of H M Procureur;
• Words implying a particular type of business i.e. hairdresser, should be consistent with the company purpose;
• Geographic locations are permitted but should no be misleading in terms of suggesting business activity occurs in a location where such activity does not occur. Please note that the use of brackets around a geographic location usually suggests registration in that location. Therefore, “(UK) Limited” would not be appropriate for a Guernsey company;
• Words denoting professions – accountant, doctor, etc., are permitted provided that the professional memberships are genuine;
• Symbols should be avoided;
• Domain names may be used in a name. However, evidence may be required by the Registrar to prove that the founding member(s) are the rightful owner of that domain name;
• Dates are permitted – typically where they relate to the date/year of incorporation;
• Inappropriate use of religious words, profanities and suggestive words should be avoided;
• Company names are limited to 200 characters – including spaces.

The following steps are required to incorporate a company limited by shares in Guernsey:

Check and reserve company name online: A corporate services provider may apply to the Registrar to reserve a name for a company if it intends to apply for the incorporation of that company within 3 months.

Apply for company registration: An application to incorporate must be made by a corporate services provider (“CSP”) which is any person holding a full fiduciary license within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (the “Fiduciary Law”). An application for incorporation is required to be in the prescribed form and accompanied by:

• the memorandum of incorporation
• the articles of incorporation
• a statement of the first proposed directors which must include: a consent and declaration of eligibility to act as a director; where a director is an individual, the name, usual residential address, nationality, business occupation (if any) and date of birth or where a director is not an individual, the corporate or firm name (and any former name(s)), registered office, its legal form and the law by which it is governed and, if applicable, the register in which it is entered and its number
• the proposed address of the company’s registered office
• the name and address of the founder member
• in the case of a company with share capital, a statement of initial share capital which must include: the total number of shares to be taken on formation by the founder member; the aggregate value of those shares whether on account of the nominal or par value of those shares; the amount to be paid up and the amount (if any) unpaid on those shares
• a declaration of compliance of the CSP confirming that all requirements of the Companies Law in respect of the incorporation of the company have been fulfilled
• the proposed resident agent’ s information;
• the prescribed fee of the Register of Companies for incorporation, currently £100 for a standard 24 hour incorporation, £350 for a two hour incorporation or £750 for a 15 minute incorporation.

A certificate of incorporation will be issued on the date that the Registrar of Companies registers the memorandum and the articles in the Register of Companies.

Each Guernsey company must have a resident agent of the company. A resident agent must be either a natural person resident in Guernsey, who is a director of the company; or a CSP. It is the responsibility of the resident agent to ascertain and keep a record of the ultimate beneficial owners of the company (who have an interest of 10% or more).

The following companies are not required to have a resident agent:

• companies which are listed on a recognized stock exchange and their subsidiaries
• open-ended and closed ended investment companies and their subsidiaries
• companies which are licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987; Insurance Business (Bailiwick of Guernsey) Law, 2002; Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002; Banking Supervision (Bailiwick of Guernsey) Law, 1994 or the Fiduciary Law.

Each Guernsey company shall at all times have a registered office in Guernsey to which all communications and notices may be addressed. The company may change the address of its registered office by giving notice to the Registrar in the form prescribed by the Registrar. The change takes effect upon the notice being registered by the Registrar, but until the end of the period of 14 days beginning with the date on which it is registered, a person may validly serve any document on the company at its previous registered office.

Company records (register, index, record, accounting records, agreement, memorandum, articles, minutes or other document) may be kept in hard copy or electronic form, and may be arranged in such manner as the directors or secretary think fit, provided that the information in question is adequately recorded for future reference.

A company may, but need not, have one or more common seals. A common seal may be used in any jurisdiction unless the articles provide to the contrary. The name of the company shall be engraved in legible characters on its common seal.

No rule of law shall require a common seal for the valid execution of a document by the company.

The redomiciliation of companies to or from Guernsey is permitted.

A Guernsey company must have a minimum of one director. Director can be resident of any country, either an individual or corporate body.

A company shall keep a register of directors at its registered office. The register of directors must be open, during ordinary business hours, to the inspection of any member or director without charge, and any other person on payment of such fee as may be prescribed by the Department.

Subject to any provision to the contrary in a company's memorandum or articles, if a director is, by any means, in communication with one or more other directors so that each director participating in the communication can hear or read what is said or communicated by each of the others, each director so participating is deemed to be present at a meeting with the other directors so participating. A meeting of directors conducted pursuant to subsection shall be deemed to be held in the place in which the chairman of the meeting is present. A company must cause minutes of all proceedings at meetings of its directors to be recorded.

A Guernsey company may, but need not, have a secretary. A director of a company may also be its secretary.

Where a company has a secretary, he/she shall take reasonable steps to ensure –

• that all registers and indexes are maintained in accordance with the provisions of this Law,
• that all notices and documents required to be filed or served upon the Registrar or other persons are duly so filed or served,
• that all resolutions, records (other than records of beneficial owners) and minutes of the company are properly kept,
• that copies of the memorandum and articles are kept fully up to date, and
• that the board of directors is aware of any obligations imposed by the memorandum and articles, and the rules of any stock exchange the company is listed on.

Where a company has a secretary, it shall keep a register of secretaries at its registered office.

All Guernsey limited companies by share must have at least one shareholder. Shareholders can be residents or non-residents, natural persons or corporate bodies.

A company shall keep a register of its members at its registered office. The register of shareholders must be open, during ordinary business hours, to the inspection of any member or director without charge, and any other person on payment of such fee as may be prescribed by the Department.

Every company shall hold a general meeting of its members. The first meeting should be held within a period of 18 months beginning on the date on which it was incorporated, thereafter, at least once in every calendar year. No more than 15 months may elapse between one annual general meeting and the next. The members of a company may waive the requirement to have a general meeting by the passing of a waiver resolution. The resolution may be for a particular year or years or for an indefinite period. Subject to the provisions of a company's articles, a general meeting may be held at any place in Guernsey or elsewhere.

In the summer of 2019, the Guernsey government announced that it intended to implement the EU beneficial ownership disclosure requirement. The first stage was the disclosure of existing registers to EU law enforcement and financial intelligence units. The second stage should be the implementation of the Fifth Anti-Money Laundering Directive (scheduled for January 2022), under which the registers will become public. The final stage will be for Guernsey to submit its legislative proposals on public access to beneficiary registers in line with EU member state standards.

Completion of the process and full disclosure of companies' beneficial ownership information is expected by 2023.

Share capital may be issued in any currency. There is no minimum authorized capital requirement. Minimum issued capital is 1 share. A share is issued when the name of the holder is entered on the register of members in respect of that share.

Share certificates do not need to be issued, but the directors may elect to issue certificates. Issued certificates should bear the common signature, but there is no need to affix the common seal.

No par value shares are permitted. Bearer shares are not permitted.