Foundations (Guernsey) Law, 2012 (Consolidated text)

Summary

This is the consolidated text of the Foundations (Guernsey) Law, 2012, the primary statute establishing the legal framework for the creation, registration, governance, and winding up of Guernsey foundations. It sets out how a foundation is formed by a founder through capital endowment and a Constitution (Charter and Rules), and governs the roles, duties and liabilities of foundation officials (councillors and guardians), participants and beneficiaries.

• Formation and constitution: Rules on founders, initial capital endowment, the Charter and Rules, foundation purpose, and amendment of purpose by Royal Court order.
• Foundation officials: Requirements for a Council of at least two councillors, appointment of a guardian where there are purpose-only or disenfranchised beneficiaries, duties (including duty to maintain records and a record of beneficiaries), liability for breach of duty, and relief from personal liability.
• Resident agents: Duties of resident agents on registration, record-keeping, disclosure of beneficial ownership information, restrictions for failure to disclose, resignation, tipping-off prohibitions and privileged information rules (Schedule 1A).
• Registration and disqualification: Establishment and registration procedures with the Registrar of Foundations, the Register of Foundations, disclosure of information by the Registrar, disqualification orders for unfit persons, and civil penalties (Schedule 1).
• Migration, winding up and termination: Procedures for registering overseas foundations as Guernsey foundations and transferring registration overseas, revocation or variation of powers, winding up events, distribution of assets, removal from and restoration to the Register (Schedule 2).
• Offences and penalties: Offences for false or misleading information, failure to have a resident agent, and offences by legal persons, with associated penalties.

The Law has been amended multiple times since 2012, including by beneficial ownership legislation, regulation of fiduciaries legislation, and 2023 regulations on record keeping and annual renewal fees, all of which are incorporated into this consolidated text. It does not itself set out fresh compliance deadlines beyond those embedded in ongoing statutory duties (such as record retention periods for guardians).

Key obligations

• A founder must subscribe to the foundation's Constitution and endow it with initial capital before the foundation can be established and registered.
• A foundation must have a Council comprising at least two councillors (subject to the Constitution) and must have a guardian where there is a purpose without beneficiaries or disenfranchised beneficiaries.
• Councillors must ensure the Council keeps accurate accounting records; a person must consent in writing before being appointed as a councillor.
• Guardians must keep and retain accurate accounts and records of their guardianship for as long as the guardianship subsists and for 6 years thereafter.
• Foundation officials have a duty to maintain records and a duty to maintain a record of beneficiaries (section 22 and 22A).
• Foundations must have and maintain a resident agent, who has duties on registration, record-keeping and disclosure of beneficial ownership information to the Registrar; failure to have a resident agent is an offence.
• Resident agents must not disclose certain information in breach of tipping-off restrictions or privileged information rules.
• Persons subject to disqualification orders must not act as foundation officials; the Registrar must keep a register of disqualification orders.
• Foundations must notify the Registrar of changes to registered particulars and rectify them as required.
• Civil penalties may be imposed for breaches of specified duties under Schedule 1.

Applies to

foundations, founders, councillors, guardians, foundation officials, resident agents, participants, beneficiaries, Registrar of Foundations

Deadlines

• 6 years after guardianship ends: A guardian must keep and retain accurate accounts and records of the guardianship for as long as it subsists and for 6 years after it ends.

Related documents

• Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) amends this document