Companies (Guernsey) Law, 2008 (Consolidated text)

Summary

This is the consolidated text of the Companies (Guernsey) Law, 2008, the primary statute governing the formation, structure, governance, and dissolution of companies incorporated in Guernsey. It is a very long, comprehensively amended act (over 800 pages in this consolidated version) covering the full lifecycle of a Guernsey company, from incorporation through conversions, amalgamations, migrations, share capital, governance, accounts and audit, to insolvency and dissolution.

• Company types and structure: Sets out rules for companies limited by shares, companies limited by guarantee, unlimited and mixed liability companies, protected cell companies and incorporated cell companies.
• Incorporation and naming: Governs conditions for incorporation, memorandum and articles requirements, permitted and prohibited company names, and registered office requirements.
• Conversions, amalgamations and migrations: Provides mechanisms and Commission consent requirements for converting company types, amalgamating bodies corporate, and migrating companies to or from Guernsey.
• Governance: Covers directors, shadow directors, secretaries, members, resolutions, meetings (including annual general meetings), proxies and directors' duties, including transactions involving self-interest.
• Registers and filings: Requires companies to maintain registers of members, directors and secretaries, and to notify the Registrar of changes such as changes of director or of a director's usual residential address.
• Capital, accounts and insolvency: Addresses share capital, distributions, treasury shares, statutory accounts and audit, and includes insolvency, receivership and dissolution provisions.

The law applies broadly to all companies incorporated or registered in Guernsey, including cell companies and their cells, and interacts with the Guernsey Financial Services Commission where its consent is required for certain cell company incorporations, amalgamations or migrations involving supervised entities. Because this consolidated version incorporates numerous amending Ordinances, Regulations and later Laws (including changes to beneficial ownership, insolvency and annual validation requirements), readers should treat it as a framework statute rather than a single discrete instrument, and should consult the specific Part relevant to their query.

Key obligations

• Every company must have at least one member and at least one director
• Companies must maintain a register of members and a register of directors, and make these available for inspection as prescribed
• Directors and companies must notify the Registrar of changes to directors, including changes in a director's usual residential address
• Companies must hold an annual general meeting unless this requirement is validly waived or the company is an exempt incorporated cell
• Certain incorporations, conversions, amalgamations and migrations involving cell companies or supervised companies require the prior consent of the Guernsey Financial Services Commission
• Declarations of compliance must be filed in connection with specified corporate events such as incorporation, name change, conversion, amalgamation and migration
• Companies must keep their memorandum and articles, and any alterations to them, properly recorded and delivered to the Registrar where required

Applies to

companies incorporated in Guernsey, protected cell companies, incorporated cell companies, companies limited by shares, companies limited by guarantee, unlimited liability companies, mixed liability companies, overseas companies seeking registration or migration to/from Guernsey, corporate services providers (in relation to registered office provision), supervised companies regulated by the Guernsey Financial Services Commission

Related documents

• Financial Services Business (Enforcement Powers) (Bailiwick of Guernsey) Law, 2020 amends this document
• Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) amends this document
• Companies (Incorporated Cell Companies) (Prescribed Classes) Regulations, 2021 amends this document