• Guernsey Limited Company

  • GENERAL

    Legal Framework

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

    The law does not distinguish between Private and Public limited companies.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Guernsey Limited Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Guernsey Limited Company is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

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

    Corporate Shareholders

    The shareholders of a Guernsey Limited Company can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors of a Guernsey Limited Company is 1. They can be individuals and/or legal persons and they are not required to hold shares in the company.

    Restriction on Nationality/Residency of Directors

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

    Corporate Directors

    Corporate directors are allowed.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    The first annual general meeting should be held within 18 months from the incorporation of the company.

    An annual general meeting should be thereafter held, but no more than 15 months should lapse between each annual general meeting. However, the shareholders may pass a resolution (90% majority of voter attendees) to waive the requirement for an annual general meeting, for a particular year or indefinitely.

    The law does not place any restriction as to the place where general meetings take place.

  • CAPITAL

    Minimum Capital Requirement

    There is no minimum capital requirement for a Guernsey Limited Company. The share capital can be denominated in any currency.

    Currency of Capital

    The capital of a Guernsey Limited Company can be denominated in any currency.

    Non-par Value and Bearer Shares

    Shares can be issued with a par on non-par value.

    Bearer shares are not allowed.

    Capital Duty

    There is no capital duty on the issuance of shares.

  • REGISTERED OFFICE

    Registered Office

    It is a legal requirement for every company in Guernsey to have a registered office in the Guernsey, which may be used as the business address of the company.

    Company Secretary / Registered Agent

    All companies in Guernsey must have a Resident Agent, who must either be a Corporate Service Provider (licensed) or a Guernsey resident director.

    They can also have a Company Secretary (individual or legal person) even though this is not a requirement.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

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

  • FORMATION

    Time Needed for Incorporation

    It takes between 2 - 24 hours to incorporate a Guernsey Limited Company.

    There is no need for shelf companies due to the speedy registration of companies in Guernsey.

  • 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

    Every company must complete and file with the Registrar of Companies an annual return 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. The tax return should be submitted 1 year and 15 days after the end of the relevant tax year.

    In addition, if a Guernsey company has Guernsey resident individual beneficial owners and/or makes loans to participators, a quarterly return should be submitted. Such return accounts for distributions, deemed distributions and loans advanced.

  • RECORDS

    Accounting Records

    All Guernsey companies must maintain accounting records and can be kept in any currency.

    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

    A set of financial statements should be prepared each financial year.

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

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    The shareholders of a 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:

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