Standard Articles
Section 16(2) of the Companies (Guernsey) Law 2008 (‘the Law’) provides that the Commerce and Employment Department shall prescribe standard articles of incorporation.
Section 16(3) of the Law provides that the standard articles shall apply to a company; save to the extent that they are varied or disapplied by the company, and that variation or disapplication must be set out in the company’s articles.
The current standard articles were prescribed by the Companies (Standard Articles of Incorporation) Regulations 2008 (Statutory Instrument 70 of 2008).
When incorporating a company, the on-line system (www.greg.gg) gives users the choice of either selecting the standard articles, or uploading custom articles.
If the user chooses the standard articles then the on-line system will generate a copy of the standard articles pre-populated with the company name. A copy of this will be sent electronically to the user and a copy will be placed on the register.
If the user chooses to upload custom articles, then it is important that the user bears in mind the requirement under section 16(3) of the Law that the company’s articles must set out any variation or disapplication of the standard articles.
Text of Standard Articles
The text of the standard articles prescribed by Regulation is available here to download in Word format, so that it may be used as a basis for custom articles. This document is password protected, so you will need to 'select all' and copy and paste into a new document for editing.
You should note, however, that a number of registry users have identified areas where the standard articles could be amended to address possible typographical errors; amendments to the standard articles are currently being considered and will address these.
In the meantime, if you choose to use the text of the standard articles as a basis for your own custom articles then you should note the following:
Para 14.3(d) - the words in brackets should read ‘(being not less than two)’ rather than ‘(being not less that two)’
Para 21.2 - the reference to ‘paragraph 20.1(b)’ should read ‘paragraph 21.1(b)’
Para 27.3 - the reference in the last sentence to ‘members’ vote’ should read ‘member’s vote’