Company Formation Survey 2008

During 2008 Guernsey is introducing a new Companies Law and modernised Company Registry. Therefore, for some of the issues below, the information will alter during the course of the year. For completeness, where this is the case, we have provided both (a) the arrangements as they currently stand during the first half of 2008, and (b) the arrangements that will come into place in July 2008. Unless stated in this manner, the information will be relevant throughout the year.

(a) type of company preferred for international transactions:

(b) shareless companies:

3. Capital requirements:

4. Costs to incorporate, excluding government fees:

6. Annual fees paid to authorities:

8. Method of incorporation:

9. Who may incorporate - specify what, if any, local representatives/ professionals required?

(a) are ready made companies available?

10. Length of time to incorporate:

11. Minimum members:

12. Registered office:

(a) Must a director/ secretary be resident?

(b) Are Corporate Directors allowed?

14. Appointee directors/ secretary possible?

20. Companies formed in the last year:


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			During 2008 Guernsey is introducing a new Companies Law and modernised Company Registry. Therefore, for some of the issues below, the information will alter during the course of the year. For completeness, where this is the case, we have provided both (a) the arrangements as they currently stand during the first half of 2008, and (b) the arrangements that will come into place in July 2008. Unless stated in this manner, the information will be relevant throughout the year.
		1. Company law	The Companies (Guernsey) Law 1994-1996; Protected Cell Companies Ordinance 1997; Guarantee Companies Ordinance 1997; Amalgamation of Companies Ordinance 1997; Migration of Companies Ordinance 1997; Companies (Financial Assistance for Acquisition of Own Shares) Ordinance 1998; Companies (Purchase of Own Shares) Ordinance 1998; Companies (Shares of No Par Value) Ordinance 2002; and Incorporated Cell Companies Ordinance 2006.
		2. Types of company:	Limited company, company limited by guarantee, protected cell company, incorporated cell company; (b) as in (a) but also unlimited and also mixed liability companies.
		(a) type of company preferred for international transactions:	Any.
		(b) shareless companies:	Guarantee companies need not have shares.
		3. Capital requirements:	Any currencies permitted; no minimum authorised capital; minimum share issue (a) 2, (b) 1.
		4. Costs to incorporate, excluding government fees:	Lawyer (Guernsey advocates) fees, which will vary on circumstance.
		5. Fees paid to authorities to incorporate:	(a) GBP225; (b) Fee dependent on speed of incorporation but starting at GBP250.
		6. Annual fees paid to authorities:	(a) Annual Return GBP260; (b) Annual validation fee dependent on type of company but starting at GBP250; Continuing tax exempt fee GBP600.
		7. Taxation rates applied to companies generally:	0% income tax for all corporate entities except banks which are charged at 10% on their regulated business. Investment funds can still apply to be exempt companies.
		(a) the taxation of companies in 2 (a)	As above.
		8. Method of incorporation:	(a) Application through a lawyer (Guernsey advocate) to the Royal Court; (b) Online incorporation through a registered Guernsey fiduciary company.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	(a) Lawyer (Guernsey advocate); (b) a registered Guernsey fiduciary company.
		(a) are ready made companies available?	No.
		10. Length of time to incorporate:	(a) Approximately 10 days from initial request to completion of incorporation; (b) 1 day maximum.
		11. Minimum members:	(a) 2 shareholders required; (b) 1 shareholder required.
		12. Registered office:	A registered office must be maintained in Guernsey.
		(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	Anywhere including a residential address.
		13. Directors and secretary:	(a) A sole director is permitted but cannot act as both sole director and company secretary; (b) Sole director permitted, secretary not required and director can also act as secretary.
		(a) Must a director/ secretary be resident?	It is not necessary for any of the directors of a company, not falling within the supervisory or regulatory ambit of the Guernsey Financial Services Commission (GFSC), to be resident in Guernsey.
		(b) Are Corporate Directors allowed?	Corporate directors are permitted, except for institutions regulated by the Commission.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	Figures vary depending on appointee.
		16. Meetings:	Directors and general meetings can be held inside or outside Guernsey. No requirement for directors’ meetings, shareholders’ meetings (a) annually; (b) not required.
		17. Annual return:	No annual submission of accounts required.
		(a) Must financial statements of a company be audited?	(a) Yes, although exemption available for dormant and asset holding companies; (b) Yes, although exemption of a broad nature will be available.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	No.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No exchange control restrictions.
		20. Companies formed in the last year:	2,157 (2007).
		21. Number of companies on the company register altogether:	18,789 (to 31 Dec 2007).
S I T E M A P BACK TO TOP		22. How, if any, is migration into and out of the jurisdiction achieved?	(a) An ordinance on migration came into force in 1997; (b) Forthcoming new Company Law includes sections relating to the migration of companies to and from the Island.
		23. Is migration out of your country provided for?	Yes, as above.
		24. Any amendments to company law over the last 12 months:	The Limited Partnerships (Guernsey) (Amendment) Law 2006, (Commencement) Ordinance 2007.
		25. Anticipated amendments to company law over the next 12 months:	A new Guernsey Companies Law is expected to come on-stream in July 2008.
			Compiled by Sylvia Sirett, Guernsey Financial Services Commission.