Incorporating a Company
Please note: These guidance notes do not constitute legal advice and should not be relied upon as such. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. Legal advice should be obtained where there is any uncertainty.
The legal framework for establishing and operating companies is set out in the Companies (Guernsey) Law, 2008 (the "Companies Law").
In Guernsey, an application to incorporate a company can only be made to the Registrar by a Corporate Service Provider ("CSP") who holds a full fiduciary licence from the Guernsey Financial Services Commission (the "GFSC").
The Registry has a directory of CSPs available here. A company can only be incorporated as a cell company if it has the written permission of the GFSC.
All companies must have:
- At least one founder member,
- A registered office address situated in Guernsey,
- At least one director,
- A resident agent who is either a Guernsey resident director of the company or a CSP (unless an exemption to the requirement applies) - see here for guidance on resident agents.
A company may not be incorporated in Guernsey for an unlawful purpose.
An application for incorporation and registration must be in the form specified by the Registrar and be accompanied by all the information and documents required by the Companies Law, including:
- A memorandum of incorporation.
- A statement of the proposed first directors which shall comprise:
- written consent to be appointed as a director of the company,
- a declaration that the person is not ineligible to be appointed as director,
- the particulars required to be entered onto the register of directors, such as name, address, nationality, business occupation and date of birth where the director is an individual and the corporate or firm name, registered office, legal form and registration number (if applicable) if not an individual.
- A statement of the proposed address of the company's registered office, which must be in Guernsey.
- A statement of the proposed first resident agent, comprising the particulars required by the Companies Law.
- The name and address of the founder member of the company.
- In the case of a company with a share capital, a statement of initial share capital, which shall comprise a statement of, in respect of each class of share where the company is to have more than one:
- the total number of shares to be taken on formation by the founder member,
- the aggregate value of those shares (whether on account of the nominal value of the shares or by way of premium), and
- the amount to be paid up and the amount (if any) to be unpaid on those shares (whether on account of the nominal value of the shares or by way of premium).
- In the case of a company with a founder member who is a guarantee member, a statement of initial guarantee, which shall comprise the total guaranteed amount.
- A copy of the consent required by the GFSC, if the application is to incorporate a cell company.
- A copy of the special resolution from an incorporated cell company, if the application is to incorporate an incorporated cell.
- A declaration of compliance, which is a declaration signed by the applicant that all the requirements of the Companies Law in respect of the incorporation of a company have been fulfilled.
- Articles of incorporation. If none are submitted with the application, the standard articles will apply.
The Registrar will reject any application if the requirements of the Companies Law with regard to applications are not met.
Templates of the memorandum of incorporation and articles of incorporation are available below.
If the Registrar grants the application for incorporation, the Registrar shall register the memorandum in the Register of Companies and the company is incorporated on the coming into effect of that registration. The Registrar shall allocate a registration number to the company and shall issue a certificate of incorporation to the company detailing its registered name, number and the date of registration. A copy of the incorporation certificate and the memorandum and articles will be filed and stored electronically at the Guernsey Registry.
For the full requirements necessary to incorporate a company in Guernsey, please refer to the Companies Law.
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|PDF copy of the standard Articles of Incorporation for Guernsey companies (current version, introduced September 2015)