directors registration

Who is caught

Acting as a company director in or from within the Bailiwick of Guernsey by way of business is a regulated activity under the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020. How an individual director is treated depends on the number and type of directorships held and on how the companies concerned are administered. The Director Registration Regime (DRR) is the middle tier of this framework, sitting between full licensing exemption and the requirement to hold a Personal Fiduciary Licence.

The three director pathways

• Registration required: An individual acting as director of up to six non-exempt companies that are NOT administered by a Bailiwick licensed fiduciary and are not registered non-profit organisations is exempt from licensing but must register with the Commission, and must also comply with Schedule 3 to the Proceeds of Crime Law and the Handbook.
• Exempt but AML-bound: An individual acting as director of up to six non-exempt companies that ARE administered by a Bailiwick licensed fiduciary, or that are registered non-profit organisations, is exempt from both licensing and registration but must still comply with Schedule 3 AML/CFT/CPF obligations.
• Personal Fiduciary Licence: An individual acting as director of more than six non-exempt companies must apply for and hold a Personal Fiduciary Licence and meet the minimum licensing criteria and the Fiduciary Rules and Guidance 2021.

The obligation to register derives from Schedule 5 to the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999, and applies to individuals relying on the section 3(1)(g) six directorship exemption in the Fiduciaries Law who are not otherwise exempt under paragraphs 1(2) and 1(3) of Schedule 5. Directors relying on the separate up-to-six licensing exemption are the population to which the registration regime is directed; broader licensing exemptions may reduce the number of directorships subject to registration.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Requirements for Individuals Acting as a Director · Exemption of Directorships Connected to Authorised and Registered Collective Investment Schemes (December 2022) · Up to Six Flowchart · Director Registration Regime Application Form · DRR Return Guidance (Form 155 & Form 236)

Key duties

Registered directors face a two-part registration process, a recurring annual validation return, ongoing notification duties, fee obligations, and a reduced set of AML/CFT/CPF duties under Schedule 3 to the Proceeds of Crime Law.

Registration and returns

• Register before acting: Individuals relying on the six directorship exemption must register by submitting the Part 1 application form with the registration fee, then completing Part 2 via the Online Submissions Portal; registration is complete only once both parts are submitted and the Commission confirms it.
• Annual return (Form 155): For the second and subsequent submissions, the DRR Return must be filed annually by 14 November to validate previously provided directorship information; interim updates to directorship information are not otherwise required.
• De-registration (Form 236): Individuals who no longer hold in-scope directorships, whose remaining directorships are all exempt under Schedule 5 paragraphs 1(2) and 1(3), or who become Personal Fiduciary Licensees, must submit the De-registration Notification instead of the DRR Return.
• Notify changes: Registrants must notify the Commission of changes to their registered personal details (name, address, email) before the change where possible, or promptly after if sudden or unexpected; corrections and detail changes go through the Online Portal's secure messaging facility rather than by amending a submitted form.
• Fees: Registrants must pay a registration fee and an annual fee; revised GFSC fees, including for the Director Registration Regime, apply from 1 January 2025.

AML/CFT/CPF obligations

Because a registered director's activity is capped at no more than six directorships and does not include broader regulated business, several Schedule 3 duties (formal business/customer risk assessments, introduced business, and compliance and corporate responsibility) are disapplied, but core duties remain.

• Customer due diligence: Identify and verify the company (the customer), identify and verify persons authorised to act on its behalf, and identify and take reasonable measures to verify its beneficial owners, understanding the ownership and control structure.
• Risk and enhanced due diligence: Have regard to the Handbook, Commission notices and the National Risk Assessment to judge whether a directorship is high or low risk, and apply enhanced due diligence where higher risk is present (for example links to foreign PEPs or to Iran, North Korea or Myanmar).
• Monitoring and reporting: Monitor the company's transactions and activity and report suspicion of money laundering, terrorist financing or proliferation financing.
• Training and records: Undertake AML/CFT/CPF training and keep records evidencing compliance with due diligence, monitoring and reporting obligations.
• Sanctions: Comply with, or have regard to, UN, UK and Guernsey sanctions regimes.

Portal use

• Personal email: A director's DRR/Online Submissions Portal timeline must be linked to a personal email address, not one already used for a corporate or licensee portal account.
• Terms and 2FA: Users must read and agree to the Electronic Commission Portals Terms and Conditions (re-agreeing when updated) and complete Two Factor Authentication at each login.

Sources: AML/CFT/CPF Guidance for DRR · AML/CFT/CPF Guidance for Unregistered 'Upto6' Directors · Requirements for Individuals Acting as a Director · Feedback Paper on Consultation for Fee Rates for 2025 (2024-12-05) · Director Registration Regime Application Form · GFSC Director Registration Regime – User Document (July 2023) · DRR Return Guidance (Form 155 & Form 236) · AML/CFT/CPF Guidance for DRR (Tracked)

Exemptions and carve-outs

The Fiduciaries Law carves certain director roles out of licensing altogether, and the registration regime applies only to a subset of those who remain within scope. Licensing exemptions and registration exemptions are distinct, and neither removes obligations under Schedule 3 of the Proceeds of Crime Law.

Out of scope entirely

• Not by way of business: An individual who does not act as director in or from the Bailiwick, or does not do so by way of business, falls outside the Fiduciaries Law and needs no registration.

Licensing exemptions

• Established business / listed / family: Directors of companies with an established Bailiwick place of business supplying no other regulated services, directors of listed (quoted) companies or their subsidiaries, and directors of majority family-owned companies.
• Lawyers as executors: Lawyers acting as testamentary trustees or executors for Bailiwick-domiciled persons.
• Up to six directorships: Individuals holding no more than six non-exempt directorships (the section 3(1)(g) exemption).
• Added in 2023: Directors of companies wholly beneficially owned by the States of Guernsey, Alderney or Chief Pleas of Sark; members of the Guernsey Banking Deposit Compensation Board; directors of companies undertaking banking, insurance or investment activities supervised by an authority that is an IOSCO Multilateral MOU signatory; and individual directors of companies connected to an authorised or registered collective investment scheme where administered by the scheme's designated administrator and subject to that administrator's AML/CFT supervision by the Commission.

Registration exemptions

• Administered or NPO directorships: An individual holding six or fewer non-exempt directorships is not required to register where those companies are administered by a Bailiwick licensed fiduciary (corporate services provider) or are registered non-profit organisations, though Schedule 3 AML obligations still apply.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Regulation of Fiduciaries etc (Bailiwick of Guernsey) (Amendment) Regulations, 2023 · Requirements for Individuals Acting as a Director · Exemption of Directorships Connected to Authorised and Registered Collective Investment Schemes (December 2022) · Up to Six Flowchart

Enforcement and penalties

Enforcement powers come from the Fiduciaries Law, Schedule 5 to the Proceeds of Crime Law, and the Financial Services Business (Enforcement Powers) (Bailiwick of Guernsey) Law, 2020. The Commission can prosecute offences, disapply exemptions, prohibit individuals, and impose financial penalties, with appeal rights to the Royal Court and Court of Appeal.

Offences and Commission powers

• Schedule 5 offences: Contravention of Schedule 5 registration requirements, including false or misleading statements or documents, is an offence carrying up to five years' imprisonment and/or a fine on indictment, or up to six months' imprisonment and/or a level 5 fine on summary conviction.
• Disapplication of exemption: The Commission may disapply the up-to-six directorships exemption where it considers an individual not fit and proper, after which that individual cannot act as director of the relevant companies unless licensed.
• Licensing and directions: Under the Fiduciaries Law the Commission may grant, refuse, condition or revoke licences, issue directions, appoint skilled persons, and serve controller objection notices, and the Law provides for offences and penalties for contravention.
• Late filing / payment: Licensees and registrants face escalating penalties for late payment and late filing (£125 first month, £250 second month, £375 third and subsequent months), and inaccurate-filing penalties, with higher amounts where the Commission rather than the firm identifies the error.

Enforcement outcomes in practice

Published enforcement action illustrates the sanctions applied to directors and fiduciaries, typically combining a financial penalty, a prohibition order, and disapplication of the section 3(1)(g) exemption for a fixed period. Examples include penalties of £40,000 on Mrs Dowding, £210,000 on Ms Blondel, £133,000 on Mr Cairns (with a ten year and six month prohibition), £35,000 on Mr Vermeulen, and, in the Marlborough matter, £100,000 on the trust company with individual penalties of £10,000 to £35,000 and prohibitions of up to five years.

• Appeal and remittal: Decisions may be appealed to the Royal Court under the Enforcement Powers Law; in the Pybus and Domaille cases the courts remitted flawed probity findings and sanctions for re-determination by a newly appointed Senior Decision Maker.
• Structure of orders: Case law (GFSC v Y) has addressed whether prohibition orders and exemption disapplications may be time-limited rather than indefinite.

Sources: Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 (Consolidated text) · Requirements for Individuals Acting as a Director · Feedback Paper on Consultation for Fee Rates for 2025 (2024-12-05) · Mr William Stephen Cairns and Mr Du Preez Gert Vermeulen (2026-05-14) · Ms Ginette Louise Blondel (2024-03-06) · Marlborough Trust Company Limited, Marlborough Nominees Limited, Mr Nicholas Robert Hannah, Mr Adrian Bradley Howe, Mr David Charles Enevoldsen, Mr Benjamin John Tustin (2016-11-21) · Mr Stephen Paul Dewsnip (2024-10-25) · Publication of a Notice of the fact of a Prohibition Order and a Discretionary Financial Penalty (2023-10-05) · GFSC v (1) Ian Charles Domaille (2) Ian Geoffrey Clarke (3) Margaret Helen Hannis [2024] GCA 003 · GFSC v Y - Judgment of the Court (2019-06-18) · Director Registration Regime Application Form · (1) Paul Randall Pybus (2) Adjure Global Limited v. Guernsey Financial Services Commission [2025] GRC 082