Types of companies
There are a few regulations according to The Companies Law that governs companies. For example, under The Companies Law, a company can be a standard or cell company.
A cell company can either be an incorporated cell or protected cell. Either type of cell company is required to receive consent form the GFSC, also known as the Guernsey Financial Services Commission. They must receive this consent before they are officially initiated.
Companies can incorporate with liability of members being:
- Limited to the amount unpaid (Shares);
- Limited to amount undertaken for company while they are a member or within one year of this (Guarantee);
- Unlimited while a member or within one year of this (Unlimited);
- Guarantee and unlimited members/ share holders (Mixed Liability).
The distinction between private and public companies does not exist in Guernsey. This type of distinction does exist in English law, however it is absent in Guernsey law. A company is allowed to issue shares of no value.
The shares may also be issued in nominal status. Directors of each company may complete this to the extent allowed by company’s record and regulations. The company directors may issue according to company memos, articles and company resolutions. Directors of companies are allowed to issue shares within the regulations of their company. If there is a regulation that prohibits the issuing of nominal or no value shares, this must be abided by. In order to retain as much flexibility as possible, we recommend companies to incorporate with the option of unlimited shares at no par value. Share capital may be limited for commercial reasons.
The Companies Law allows a mechanism in which one company can be converted into another form. One type can be converted to another under The Companies Law mechanism. The Company Law provides this unique mechanism which allows companies to successfully convert into another type of company without issue.
The tax rate for Guernsey companies is set at 0% for income tax. A tax rate of 10% is set for company’s income that is derived from certain types of businesses. These businesses include investment exchange, domestic insurance, insurance intermediary, insurance management, banking, custody service, licensed fund, investment management, compliance activities, licensed fiduciaries as well as Guernsey aviation.
Resident companies in Guernsey may be subject to economic requirements. This is dependent upon the company’s activities. Exempt companies may also be subject to economic requirements. These are also known as economic substance requirements.
The following steps are main incorporation steps that must be followed to incorporate a company in Guernsey. Company registration in Guernsey under The Companies Law is dependent upon a CSP, also known as a corporate service provider, holding a fiduciary license as stated in the Regulation of Fiduciaries. The CSP must also submit an application to the Registrar of Guernsey Companies. This application process is completed online. The CSP must confirm all company requirements have been completed in accordance with the law. The application is required to include a specific number of features. This application is also required to include the following information
- The memo of incorporation (including provisions from The Company Law);
- Bespoke articles (if this is not required, standard articles are sufficient);
- Statement from the initial directors;
- Statement of address from company’s office;
- Full name and address of founding member;
- Statement of first share capital (for companies with a share capital);
- Statement of first guarantee (for companies with guarantee founding member);
- Copy of requisite consent (for cell companies.
The application must indicate the resident agent of the company. There are certain restrictions of proposed resident agents such as a natural person, legal resident of Guernsey and director of company. Otherwise a resident agent must be a CSP. Resident agents must maintain a record of ultimate beneficiaries. Resident agents must provide non-pubic beneficial ownership records for the purpose of AML. The application must indicate the person who will be the proposed resident agent. There are a total of four requirements for a proposed resident agent. As stated previously, this includes a natural person, resident of Guernsey, and director of the company. If these requirements are not met, the resident agent must be a CSP, also known as a corporate service provider.
Guernsey companies must have a resident agent except for the following scenarios:
- Listed companies on an official stock exchange (in addition to their subsidiaries);
- Closed-ended and open-ended investment companies (in addition to their subsidiaries);
- Companies with a Protection of Investors License, insurance managers license, insurance license, fiduciary license or banking license;
- State trading companies.
Companies listed on a registered stock exchange are exempt from the resident agent requirement. Closed/ open-ended companies and companies with specific licenses are also exempt from the resident agent requirement. In addition to state trading companies.
Guernsey companies without local operation will require ever-present administration services from local provider. This may include a registered office such as one that holds statuary records or a full service office with board directors. There are several different administration offices that can provide this in Guernsey and we provide this service as well.
Thanks to good practices, experience gained, qualified theoretical knowledge, the experts employed by the Private Financial Services will quickly and qualitatively help to open and register the business activity in Guernsey