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.
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.
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.
Applications for incorporation and registration must meet the Companies Law requirements and include the following documents and information:
A formal document that states the company’s name, objectives, and other essential details.
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).
A statement specifying the company's proposed registered office, which must be in Guernsey.
Details about the resident agent as required by the Companies Law.
Name and address of the founder member of the company.
Total number of shares to be issued at formation.
Aggregate value of shares, including any premium.
Amounts paid and unpaid on these shares.
Total guaranteed amount.
Required for cell companies.
Required if the application involves incorporating an incorporated cell.
A declaration by the applicant confirming adherence to the Companies Law.
If no articles are submitted, standard articles will apply.
If the application meets all requirements, the Registrar will:
Register the memorandum in the Register of Companies.
Allocate a registration number to the company.
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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