A Guide to Incorporating a Company in Guernsey

Guernsey provides a well-established legal framework for forming and operating companies under the Companies (Guernsey) Law, 2008 (the "Companies Law"). This blog outlines the key requirements and steps involved in incorporating a company in Guernsey.

Role of Corporate Service Providers (CSPs)

In Guernsey, only a Corporate Service Provider (CSP) holding a full fiduciary license from the Guernsey Financial Services Commission (GFSC) can apply to incorporate a company. The Registry provides a directory of CSPs to assist prospective founders. Additionally, written permission from the GFSC is required for the incorporation of a cell company.

Mandatory Requirements for All Companies

Every company incorporated in Guernsey must have the following:

• At least one founder member.

• A registered office address situated in Guernsey.

• At least one director.

• A resident agent, who can be a Guernsey resident director or a CSP, unless an exemption applies (refer to guidance on resident agents).

It is important to note that a company cannot be incorporated for unlawful purposes.

Application for Incorporation

Applications for incorporation and registration must meet the Companies Law requirements and include the following documents and information:

1. Memorandum of Incorporation

A formal document that states the company’s name, objectives, and other essential details.

2. Statement of Proposed First Directors

This includes:

• Written consent to be appointed as a director.

• A declaration of eligibility for the position.

• Required particulars, such as:

  • Name, address, nationality, business occupation, and date of birth (if the director is an individual).

  • Corporate or firm details (if the director is not an individual).

3. Registered Office Address

A statement specifying the company's proposed registered office, which must be in Guernsey.

4. Proposed Resident Agent

Details about the resident agent as required by the Companies Law.

5. Founder Member Details

Name and address of the founder member of the company.

6. Share Capital Statement (For companies with share capital):

• Total number of shares to be issued at formation.

• Aggregate value of shares, including any premium.

• Amounts paid and unpaid on these shares.

7. Initial Guarantee Statement (For companies with guarantee members):

• Total guaranteed amount.

8. GFSC Consent

• Required for cell companies.

9. Special Resolution Copy

• Required if the application involves incorporating an incorporated cell.

10. Declaration of Compliance

A declaration by the applicant confirming adherence to the Companies Law.

11. Articles of Incorporation

If no articles are submitted, standard articles will apply.

Incorporation Process

If the application meets all requirements, the Registrar will:

1. Register the memorandum in the Register of Companies.

2. Allocate a registration number to the company.

3. Issue a certificate of incorporation, which includes:

   • Registered name.

   • Registration number.

   • Date of registration.

The incorporation certificate, memorandum, and articles will be filed electronically at the Guernsey Registry.

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