company law

Who is caught

The instruments indexed here span the principal statutes governing Guernsey legal entities and the licensing regime for those who form and administer them. Scope turns on the type of entity and, for service providers, on carrying on the relevant activity in or from the Bailiwick.

Core entity statutes

• Companies: The Companies (Guernsey) Law, 2008 applies broadly to all companies incorporated or registered in Guernsey, including companies limited by shares or guarantee, unlimited and mixed liability companies, protected cell companies and incorporated cell companies and their cells.
• Foundations: The Foundations (Guernsey) Law, 2012 governs Guernsey foundations, their founders, councillors, guardians, resident agents, participants and beneficiaries.
• Limited partnerships: The Limited Partnerships (Guernsey) Law, 1995 governs limited partnerships, their general and limited partners, resident agents and auditors.
• Cell companies: Regulations made under the 2008 Law prescribe which classes of company may be incorporated as, or converted into, incorporated cell companies (2021) and protected cell companies (2024, including licensed pension and gratuity service providers).

Service providers

• Fiduciary activity: The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 catches persons who form, manage or administer companies, partnerships, trusts and foundations, and those acting as company directors, secretaries, nominee shareholders, registered office providers and foundation officials in or from the Bailiwick.
• Company formation and registered office: GFSC guidance confirms that forming Guernsey companies, and providing a registered office for others by way of business, are regulated fiduciary activities that require a fiduciary licence.

Borrowing and securities

The Borrowing (Control) (Bailiwick of Guernsey) Law, 1946 is enabling legislation that allows Ordinances to control certain borrowing, share and securities issues and limited partnership transactions. The summary records that the operative Ordinance made under it was repealed in 2013, so the transaction controls should not be treated as operative without checking whether any current Ordinance is in force.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Borrowing (Control) (Bailiwick of Guernsey) Law, 1946 · Companies (Guernsey) Law, 2008 (Consolidated text) · Foundations (Guernsey) Law, 2012 (Consolidated text) · Limited Partnerships (Guernsey) Law, 1995 · Companies (Incorporated Cell Companies) (Prescribed Classes) Regulations, 2021 · Companies (Protected Cell Companies) (Prescribed Classes) Regulations, 2024 · Company Formation by Fiduciary Licensees (November 2021) · Provision of Registered Office Services by Unregulated Persons · Protected Cell Company (PCC) as Pension Service Provider (PSP) - Consultation Feedback (2024-12-17)

Key duties

Continuing obligations differ by entity type but centre on registration, maintaining registers and records, notifying the Registrar or Commission of changes, and paying prescribed fees. The recurring, deadline-bearing duties are annual filings, validations and financial statements.

Companies

• Minimum constitution: Every company must have at least one member and at least one director.
• Registers: Companies must maintain a register of members and a register of directors and make them available for inspection as prescribed.
• Notifications: Directors and companies must notify the Registrar of changes to directors, including a director's usual residential address, and deliver the memorandum and articles and alterations where required.
• Meetings: Companies must hold an annual general meeting unless the requirement is validly waived or the company is an exempt incorporated cell.
• Commission consent: Certain incorporations, conversions, amalgamations and migrations involving cell companies or supervised companies require the prior consent of the GFSC, and declarations of compliance must be filed for specified corporate events.

Foundations

• Council and guardian: A foundation must have a Council of at least two councillors and, where there is a purpose without beneficiaries or disenfranchised beneficiaries, a guardian.
• Records: Councillors must ensure accurate accounting records are kept; guardians must retain accounts and records for the duration of the guardianship and for six years thereafter.
• Resident agent: A foundation must have and maintain a resident agent who keeps records and discloses beneficial ownership information to the Registrar.
• Registered particulars: Foundations must notify the Registrar of changes to registered particulars.

Limited partnerships

• Registration: A limited partnership must be registered and hold a certificate of registration before conducting business, have a written partnership agreement, and at all times maintain a registered office in Guernsey displaying a notice of its name.
• Notifications and records: Any change in registered particulars must be notified to the Registrar, and proper records must be kept; qualified auditors and an auditors' report are required in specified circumstances.
• Resident agent: Partnerships within Part IVB must appoint and maintain a resident agent who verifies and discloses beneficial ownership information.
• Annual validation and fees: An annual validation fee of £500 is payable, with late validation filings incurring £100 per month (or part) from 1 July in the year due, and late document filings £2 per day capped at £100.

Licensed fiduciaries

• Licence: Persons carrying on regulated fiduciary, administration, directorship, foundation or pension activity in or from the Bailiwick must hold a fiduciary licence before doing so.
• Annual return and accounts: Licensees must file an annual return; primary and secondary licensees must appoint an auditor and provide audited financial statements within four months of the accounting period end (unless another Regulatory Law's requirements take precedence), and accounting periods must not exceed 12 months or change without Commission approval.
• Notifications: Licensees must notify the Commission of changes in holders of supervised roles, acquisitions of significant shareholdings, and auditor matters, and comply with the principles of conduct, information requests and directions.
• Governance and records: Boards must maintain effective policies and controls, keep a breaches register, maintain a written conflicts of interest policy, and retain business records as required.

Corporate governance

The Finance Sector Code of Corporate Governance applies to companies licensed by the GFSC (including fiduciaries) and expects Boards to maintain an appropriate governance structure, review risk management and internal controls at least annually, meet statutory and regulatory reporting deadlines, self-assess against the Principles at a minuted Board meeting, and be prepared to provide the Commission with an assurance statement. The Code is non-prescriptive and non-compliance does not automatically trigger sanctions.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Companies (Guernsey) Law, 2008 (Consolidated text) · Foundations (Guernsey) Law, 2012 (Consolidated text) · Limited Partnerships (Guernsey) Law, 1995 · Limited Partnerships (Fees) Regulations, 2020 · The Fiduciary Rules and Guidance, 2021 (Consolidated Version, September 2022) · Finance Sector Code of Corporate Governance (Amended February 2026)

Exemptions and carve-outs

The instruments provide a range of carve-outs, mainly from the fiduciary licensing regime and from cell company and audit requirements.

Fiduciary licensing

• Directorship carve-outs: Exemptions include directors of companies with an established Bailiwick place of business supplying no other regulated services, directors of listed or majority family-owned companies, lawyers acting as testamentary trustees or executors for Bailiwick-domiciled persons, and individuals holding no more than six non-exempt directorships.
• 2023 additions: Further exemptions cover acting as director of a company wholly owned by the States of Guernsey, Alderney or Chief Pleas of Sark, membership of the Guernsey Banking Deposit Compensation Board, directors of banking, insurance or investment companies supervised by an IOSCO MMoU signatory, and certain fund-connected company directorships (subject to the designated administrator ensuring AML/CFT compliance).
• No registered office de minimis: There is no minimum threshold for registered office services; providing even a single registered office for others by way of business requires a licence, though providing a registered office for one's own company is not by way of business and so is not regulated.

Cell companies

• ICC exclusions: The 2021 expansion of eligible incorporated cell companies does not apply to companies already within section 468(1)(a) to (d), licensed banks, licensed fiduciaries, or licensed insurance managers and intermediaries.

Audit and accounts

• FRS 103 derogation: Category 5 Captive (Re)Insurers, and protected cell companies, may apply for a derogation from certain FRS 103 disclosures; following derogation a licensee may pass a waiver resolution under section 256 of the Companies Law to be exempt from audit under that Law, subject to a reinstating licence condition.

Governance code

• Out of scope: The Finance Sector Code excludes Guernsey branches of foreign-domiciled companies, partnerships, and underlying SPVs or investment holding companies of funds; companies reporting against the UK Corporate Governance Code or the AIC Code are deemed to comply.

Borrowing control

• Ordinary bank borrowing: Under the 1946 Law, borrowing in the ordinary course from a bank was exempt from the borrowing threshold that could be controlled by Ordinance.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Borrowing (Control) (Bailiwick of Guernsey) Law, 1946 · Companies (Incorporated Cell Companies) (Prescribed Classes) Regulations, 2021 · Regulation of Fiduciaries etc (Bailiwick of Guernsey) (Amendment) Regulations, 2023 · Finance Sector Code of Corporate Governance (Amended February 2026) · Guidance in respect of requesting disclosure derogation under FRS 103 · Provision of Registered Office Services by Unregulated Persons

Enforcement and penalties

Enforcement powers and penalties vary by instrument. Several statutes give the Registrar or the Commission civil penalty, information-gathering and prosecution powers, and the indexed enforcement notices show how financial penalties and prohibitions have been applied to individuals.

Registrar and Commission powers

• Limited partnerships: The Registrar may request information and documents, conduct site visits, impose civil penalties, issue private reprimands or public statements, strike off defaulting partnerships and refer matters for prosecution; failure to comply with an information request is itself an offence, and the Law creates offences for false statements and misuse of restricted names.
• Foundations: Civil penalties may be imposed for breaches of specified duties under Schedule 1, and offences exist for false or misleading information, failure to have a resident agent, and offences by legal persons, alongside disqualification orders for unfit persons.
• Fiduciaries: The Commission may grant, refuse, condition or revoke licences, appoint skilled persons, obtain information and documents and issue directions, with appeal rights to the Royal Court and Court of Appeal, and the Law creates offences and penalties for contravention, including for directors and unincorporated bodies.

Enforcement outcomes

• McNaught (2019): A financial penalty of £13,000 under section 11D of the Financial Services Commission Law, a four-year prohibition from specified roles across several regulatory laws, and disapplication of the section 3(1)(g) fiduciary exemption for four years, for carrying on unlicensed company incorporation services.
• Bougourd (2020): A £7,000 penalty (after a 30% early settlement discount) under section 11D, a 362-day prohibition from specified roles under the Regulatory Laws, and disapplication of the section 3(1)(g) exemption for the same period, for creating false and backdated business records.

Borrowing control

Under the 1946 Law, once an Ordinance is made, contravention carries on summary conviction up to three months imprisonment and a level 4 fine, and on indictment up to two years and a fine set at the highest of the level 4 amount, the sum borrowed, or the value of the securities. Related offences (failing to furnish documents, destroying or concealing them, or obstruction) are summary offences carrying up to three months and a level 2 fine, and officers of a body corporate may be personally liable unless they prove absence of consent or connivance and due diligence.

Companies Law

The consolidated Companies (Guernsey) Law, 2008 summary describes the statute's structure and duties but does not set out its specific penalty provisions, so no company-law fine amounts are stated here beyond the late filing fees noted for limited partnerships.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Borrowing (Control) (Bailiwick of Guernsey) Law, 1946 · Foundations (Guernsey) Law, 2012 (Consolidated text) · Limited Partnerships (Guernsey) Law, 1995 · Stephen Bougourd (2020-12-08) · Mr Bruce David McNaught (2019-08-09)