Requirements for Individuals Acting as a Director

Summary

This GFSC guidance explains when acting as a company director in or from within the Bailiwick of Guernsey is a regulated activity under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020, and what obligations attach depending on how many directorships an individual holds and how those companies are administered.

• Exempt, no AML obligations: Directorships falling within specific statutory exemptions (e.g. companies with an established Bailiwick place of business, listed companies, majority family owned companies, supervised bodies, their subsidiaries, or certain non Bailiwick supervised funds) are exempt from licensing and registration and outside Schedule 3 AML/CFT/CPF obligations.
• Exempt but subject to AML/CFT/CPF obligations: Acting as director of up to 6 non exempt companies that are administered by a Bailiwick licensed fiduciary or registered as a non profit organisation is exempt from licensing and registration, but the individual must still comply with Schedule 3 to the Proceeds of Crime Law and the Handbook, including customer due diligence on beneficial owners.
• Exempt from licensing but must register: Acting as director of up to 6 non exempt companies that are NOT administered by a Bailiwick licensed fiduciary and are not registered non profit organisations is exempt from licensing but requires registration with the Commission, plus compliance with Schedule 3 and the Handbook.
• Personal Fiduciary Licence required: Acting as director of more than 6 non exempt companies requires an application for a Personal Fiduciary Licence, compliance with the fiduciary licensing minimum criteria, the Fiduciary Rules and Guidance 2021, and Schedule 3/Handbook AML obligations.
• Commission's disapplication power: The Commission may disapply the up to 6 directorships exemption where it considers an individual not fit and proper, after which the individual cannot act as director of the relevant companies unless licensed.

The guidance also includes an FAQ section clarifying how specific structures (listed company subsidiaries, joint ventures, funds, incorporated cell companies, general partners of collective investment schemes, unpaid or in kind directorships) are treated as counted in or counted out for the purposes of the six directorship threshold.

Key obligations

• Individuals acting as director of up to 6 companies not otherwise exempt, where those companies are not administered by a Bailiwick licensed fiduciary or registered as a non profit organisation, must register with the Commission before continuing that activity.
• Individuals relying on the AML exempt or register exempt categories must comply with Schedule 3 to the Proceeds of Crime Law and the Handbook on Countering Financial Crime and Terrorist Financing, including undertaking due diligence on the beneficial owners of companies they serve.
• Individuals acting as director of more than 6 non exempt companies must apply for and hold a Personal Fiduciary Licence.
• Personal Fiduciary Licence holders must meet the minimum criteria for licensing under the Fiduciaries Law and comply with the Fiduciary Rules and Guidance 2021, and with Schedule 3/Handbook AML obligations.
• Where the Commission disapplies the up to 6 directorships exemption for an individual it deems not fit and proper, that individual must cease the relevant directorship activity unless licensed.

Applies to

individuals acting as directors by way of business in or from within the Bailiwick of Guernsey, Personal Fiduciary Licensees, Bailiwick licensed fiduciaries administering companies, directors of companies registered as non profit organisations, directors of supervised bodies and their subsidiaries