Background

We are pleased to be able to incorporate Guernsey companies through our associated company, Mourant Ozannes Corporate Services (Guernsey) Limited (MOCSGL). The establishment and operations of a Guernsey company are regulated under the Companies (Guernsey) Law, 2008 (the Law).

The following types of company may be incorporated under the Law:

  1. a non-cellular company;
  2. a protected cell company;
  3. an incorporated cell company (including an incorporated cell of an incorporated cell company);
  4. a company with unlimited liability;
  5. a company with mixed liability; and
  6. a company limited by guarantee.

Online Company Registry

As a result of legislation and the introduction of an electronic Guernsey registry (Registry), company incorporations are conducted online by licensed fiduciaries known as corporate service providers (a CSP). MOCSGL is a CSP and holds a fiduciary licence under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000.

Timing

A standard company incorporation can be completed in 24 hours. In exceptional circumstances, a same day two hour incorporation is available. A 15 minute incorporation for basic asset holding companies with standard articles of incorporation is also possible provided that,  as with a standard 24 hour and a same day two hour incorporation, all requisite information has been obtained and satisfied in advance.

Fees

The Registry's incorporation fees are very competitive and range from £100 for a standard 24 hour incorporation to £350 for a same day two hour incorporation and £750 for a 15 minute incorporation.

In addition to the Registry fees, we charge a fee for collecting all requisite due diligence information and dealing with the incorporation of the company. Our fee varies and is dependent on the timing and urgency of the incorporation, ie 24 hour, two hour or 15 minute and will be agreed between all parties at the outset.

For these purposes, we assume that the subscribers to the memorandum of incorporation will adopt our standard form memorandum and articles of incorporation and that all client due diligence will be provided in a timely and complete manner.

Client Due Diligence

Client Due Diligence (CDD) is required in respect of every shareholder holding more than 25 per cent and each director of the company.

Directors

Director consent forms are required for every application. Each individual proposed as a director must consent in writing to their appointment and declare that they are not ineligible to become a director.

All directors must be registered with the Registry. The Person/Director Registration Form must be completed for proposed directors who are not pre-registered with the Registry and we can provide assistance with this if needed. Please note that we require CDD and the original director consent form before we are able to request registration of a new director.

It is not a requirement for a Guernsey company to have a Guernsey-based director, unless the intention is for the new company to be regulated. If this is the case, the Guernsey Financial Services Commission will, as a matter of policy, require a Guernsey director.

Shareholders

The Law permits a Guernsey company to have asoleshareholder.MOCSGLisabletoprovide a nominee shareholder for incorporation purposes only. After incorporation, the subscriber share(s) will be transferred to the beneficial owner. If you do not require MOCSGL to provide a nominee shareholder, the memorandum of incorporation will be prepared and sent by email for signing on behalf of the subscriber. If more than one shareholder is required, you will need to specify the percentages to be held by each shareholder on the MOCSGL application form.

Resident Agent

All Guernsey companies are required to have a resident agent, unless it is (or it is a subsidiary of):

  1. a company listed on a recognised stock exchange;
  2. an open-ended or a closed-ended;
  3. a company holding a Protection of Investors Licence, a Banking Licence, an Insurance Managers Licence or a Fiduciary Licence; and
  4. a States of Guernsey trading company.

A resident agent must be either a natural person resident in Guernsey and a director of the company or a CSP. It is the responsibility of the resident agent to keep a register of beneficial owners which must be produced, on request, to the authorities.

Secretary

The company may choose to have a secretary but is not required to under the Law.

Registered Office

The registered office must be situated in Guernsey.

Memorandum

We can provide a standard form, or bespoke, memorandum of incorporation. The original subscriber(s) is/are required to sign the memorandum.

Articles

The articles of incorporation set out the regulations for administering the company. A standard form will apply (equivalent to "Table A" articles) unless a company elects to use tailored articles, in which case the standard articles must be expressly disapplied. Related shareholder agreements can also be provided if required.

Share Capital

The Law assumes that a new company will not have an authorised share capital, although it is still possible to adopt one. It is therefore necessary to confirm within the MOCSGL application form whether you require an authorised share capital or whether the company will be authorised to issue an unlimited number of shares. The Law permits shares to be issued with or without a par value.

It is therefore necessary to confirm whether it is intended that the shares have a nominal value or no par value.