Guernsey is a leading financial center of the highest reputation and standards. The jurisdiction is one of the most established, transparent and well-regulated international financial centers and was placed on the OECD G20 “white list” in 2009, which reflects high standards of international compliance and transparency. Guernsey is neither a separate Member State nor an Associate Member of the European Union and linked to the EU only through a side protocol of the UK’s membership.
On the 1st July 2008, a new consolidated Companies (Guernsey) Law came into force. A Guernsey company may take a form of a Company Limited by Shares, Company Limited by Guarantee, Incorporated Cell Company, Protected Cell Company, Unlimited Company, Mixed Liability Company (hybrid).
The incorporation process is a straightforward electronic registration. This can be completed in a day, provided that the prerequisite director registrations and anti-money laundering formalities have been completed.
Guernsey companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive. Special consent is required for names such as European or International.
MEMORANDUM AND ARTICLES OF ASSOCIATION
There is no requirement for a company limited by shares to have an authorized share capital and unless a company’s memorandum of incorporation specifically limits the objects for which that company has been formed, the objects of that company are deemed to be unrestricted.
Standard Articles will apply to all company incorporations unless specifically disapplied. The Companies law also allows provisions to be entrenched in the articles either upon incorporation or upon passing a unanimous resolution of the members.
The number of shareholders in a Company may be one. Details of shareholders are maintained on the public files at the Companies Registry, but anonymity can be preserved by the use of nominee shareholders.
A company is no longer required to have an authorized share capital, although it is possible to define whether an authorized share capital is required. The share capital can be of any currency and shares of no par value are permitted. Ordinary shares, redeemable shares and preference shares can be issued.
The minimum number of directors is one, who may be corporate or individual. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors. There is no requirement to have resident directors.
REGISTERED OFFICE AND SECRETARY
Every company, registered in Guernsey is required to have a registered office and address in Guernsey, which should be notified at the Registry’s Office. There is no requirement for a Guernsey Company to have a Company Secretary; however it is advised for administration purposes. Corporate secretary is permitted.