• Guernsey Incorporated Cell Company

  • GENERAL

    Legal Framework

    Guernsey Incorporated Cell Companies are governed by the Companies (Guernsey) Law, 2008.

    Special Characteristics

    A Guernsey Incorporated Cell Company comprises the "core" and the "cells".

    Each cell is a separate legal entity and they are not deemed to be subsidiaries of the core.

    Furthermore, each cell can enter into contracts under its own name and they can enter into legal contractual obligations with one another. In addition, each cell has its own Board of Directors and its own Memorandum & Articles of Association.

    The name of the Incorporated Cell Company should include the words 'Incorporated Cell Company' or the letters 'ICC'. Similarly, the name of each cell should include the words 'Incorporated Cell' or the letters 'IC'.

    Taxation

    Each cell is assessed separately for tax purposes.

  • SHAREHOLDERS

    A cell may be a shareholder of any other cell (unless prohibited by the Memorandum & Articles of Association) but it cannot be a shareholder of the Incorporated Cell Company itself.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of an Incorporated Cell Company can be individuals and/or legal persons.

  • DIRECTORS

    Each director of a an Incorporated Cell Company is also required to be a director of each of its cells and no person can be a director of a cell unless is also a director of the Incorporated Cell Company.

    It is the duty of the directors to:

    • Keep the assets and liabilities of the cells separate and separately identifiable from the assets and liabilities of the core.
    • Keep the assets and liabilities of the cells separate and separately identifiable from the assets and liabilities of the other cells.

    Minimum Number of Directors

    The minimum number of directors of a Guernsey Incorporated Cell Company is 1 and can be individuals and/or legal persons.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    Each Incorporated Cell Company in Guernsey should hold an annual general meeting unless the members waive the requirement to do so.

  • CAPITAL

    Minimum Capital Requirement

    There are no minimum or maximum capital requirements. Each cell has its own share capital.

  • REGISTERED OFFICE

    Registered Office

    An Guernsey Incorporated Cell Company must have its registered office in Guernsey.

    The cells of an Incorporated Cell Company must have the same registered office as the Incorporated Cell Company.

    Company Secretary / Registered Agent

    The cells of an Incorporated Cell Company must have the same secretary as the Incorporated Cell Company. A person cannot act as the secretary of a cell unless is also the secretary of the Incorporated Cell Company.

    However, it is not a legal requirement in Guernsey for companies to have a company secretary.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in Guernsey Incorporated Cell Companies.

  • FORMATION

    Incorporating an Incorporated Cell Company in Guernsey requires the prior consent of the Guernsey Financial Services Commission.

    A cell is created by the Incorporated Cell Company passing a special resolution of its members.

    Once such resolution is passed, the Memorandum and Articles of Incorporation, which were adopted under the resolution, are filed together with an application to the Court for the registration of the cell. The application should be made at the Registrar within 3 months of the date of the special resolution.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and the Authorities but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are not available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A combined annual return should be filed to the Registrar of Companies by the end of January each year. There is no requirement for the filing of accounts with the Registrar of Companies.

    Filing with the Tax Authorities

    A tax return must be submitted to the Tax Authorities by each cell which will be assessed separately. The tax return should be submitted 1 year and 15 days after the end of the relevant tax year.

  • RECORDS

    Accounting Records

    An Incorporated Cell Company in Guernsey must maintain accounting records for itself and for each of its cells.

    There is no legal requirement for the accounting records to be kept in Guernsey.

    The accounting records should be maintained for at least 6 years.

    Financial Statements

    An Incorporated Cell Company must prepare annual accounts for itself for each of its cells.

    However, an election can be made by a cell to combine its annual accounts with those of the Incorporated Cell Company or those of another cell, which also makes the same election.

    The accounts must be prepared in accordance with generally accepted accounting principles (UK GAAP, IAS, IFRS).

  • AUDIT

    Audit Requirement

    The shareholders of an Incorporated Cell Company may pass a waiver resolution exempting the company from having its accounts audited.

    Such resolution must be passed annually prior to the commencement of the relevant financial year.

    However, companies falling within the definition of "large companies" are not eligible to the audit exemption and therefore must have their annual accounts audited.

    A company is considered as a "large company" if it meets 2 of the following 3 conditions in a financial year and the previous one:

    • Annual turnover of £6.5m or more.
    • Net balance sheet of £3.26m or more.
    • Average number of employees of 50 or more.