Provision of Registered Office Services by Unregulated Persons

Summary

This guidance from the Guernsey Financial Services Commission clarifies that providing a registered office on behalf of others, by way of business, is a regulated activity under the Fiduciaries Law requiring a primary or secondary fiduciary licence. It is aimed at unlicensed individuals and businesses who may be providing this service without authorisation, rather than at existing fiduciary licensees.

• Licensing requirement: Provision of a registered office for others, by way of business, can only be carried out by a company or partnership holding a primary or secondary fiduciary licence, not by an individual, even one holding a personal fiduciary licence.
• No de minimis exemption: There is no minimum threshold; providing even a single registered office by way of business without a licence breaches the Fiduciaries Law.
• Contrast with directorship services: This differs from directorship services, where individuals may rely on exemptions such as section 3(1)(g) of the Fiduciaries Law or the up to six exemption.
• Own company exemption: Providing a registered office for one's own company, partnership or unincorporated body is not a regulated activity because it is not by way of business.
• Rationale: Regulation safeguards the jurisdiction because the registered office is a gateway to Guernsey, can lend false legitimacy to underlying business activity, and provides the address of record underpinning the Companies Register; providers must also keep statutory records such as registers of members and directors, minutes, resolutions, accounting records and resident agent details.

The Commission notes that licensed fiduciaries providing registered office services are subject to ongoing regulatory oversight, minimum licensing criteria and AML/CFT obligations, including beneficial ownership identification and verification and monitoring of the underlying company's activities.

Key obligations

• Persons providing registered office services on behalf of others by way of business must hold a primary or secondary fiduciary licence, held by a company or partnership rather than an individual.
• Providers of registered office services must keep specified statutory records at the registered office address, including registers of members and directors, minutes of directors and general meetings, resolutions of members, annual validation records, accounting records and record of resident agent, as required under the Companies (Guernsey) Law, 2008.
• Regulated fiduciaries providing registered office services must comply with AML/CFT requirements, including identifying and verifying the beneficial owner(s) of the company and monitoring the company's activities.

Applies to

fiduciary licensees, unlicensed individuals providing registered office services, Guernsey companies, partnerships