Companies (Incorporated Cell Companies) (Prescribed Classes) Regulations, 2021

Summary

These Regulations, made by the Guernsey Financial Services Commission under the Companies (Guernsey) Law, 2008, broaden which companies can be incorporated as, or converted into, an incorporated cell company (ICC). Previously only the limited classes of company described in section 468(1)(a) to (d) of the Law qualified; now any class or description of company can do so, unless specifically excepted.

• General rule: Any company (other than an excepted company) may, subject to the Companies Law, be incorporated as an incorporated cell company or have an existing company converted into one.
• Excepted companies: Companies already described in section 468(1)(a) to (d) of the Law, licensed institutions under the Banking Supervision (Bailiwick of Guernsey) Law 1994, licensed fiduciaries under the Regulation of Fiduciaries, Administration Businesses and Company Directors etc Law 2000, and licensees under the Insurance Managers and Insurance Intermediaries Law 2002 remain outside this expanded prescription and cannot use it to become or convert into an ICC.
• Consequential amendment: A new subsection 472(1A) is inserted into the Companies Law clarifying that incorporation of an incorporated cell by an incorporated cell company constitutes incorporation of a company for the purposes of the Law, so relevant provisions (including section 17) apply to it.

The Regulations came into force on 2 July 2021 and apply on an ongoing basis to any company seeking incorporated cell company status in Guernsey, other than the specifically excepted categories of licensed banks, fiduciaries and insurance managers/intermediaries.

Applies to

companies seeking incorporation or conversion as an incorporated cell company, licensed institutions under the Banking Supervision (Bailiwick of Guernsey) Law 1994, licensed fiduciaries under the Regulation of Fiduciaries, Administration Businesses and Company Directors etc Law 2000, licensees under the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002

Deadlines

• 2nd July, 2021: Regulations come into force

Related documents

• This document amends Companies (Guernsey) Law, 2008 (Consolidated text)