Company formation and registration in Guernsey

1. Types of Companies

• Foreign investors can establish various types of companies in Guernsey, including:
  • Limited Company (Ltd) – The most common form, offering limited liability to shareholders.
  • Protected Cell Company (PCC) – Allows for separate "cells" within a single legal entity, often used in insurance and investment structures.
  • Incorporated Cell Company (ICC) – Similar to a PCC, but with each cell as a separate legal entity.
  • Limited Liability Partnership (LLP) – A corporate entity providing liability protection to its members.
  • Foundations – Used mainly for wealth management and charitable purposes.

2. Company Registration Process

• Incorporation Authority
  • Companies in Guernsey are registered with the Guernsey Registry, which operates under the Companies (Guernsey) Law, 2008.
  • The Guernsey Financial Services Commission (GFSC) regulates financial and investment-related businesses.
• Registration Steps
  • Choose a Company Name
  • The name must be unique and approved by the Guernsey Registry.
  • Certain words and expressions require special consent.
  • Appoint a Registered Agent
  • A Guernsey-licensed Corporate Service Provider (CSP) must be appointed to act as a registered agent.
  • The CSP ensures compliance with Guernsey’s regulatory and anti-money laundering (AML) laws.
  • Prepare Company Documents
  • Memorandum and Articles of Incorporation must be drafted.
  • Details of directors, shareholders, and the registered office must be provided.
  • Submit Application to Guernsey Registry
  • Applications are typically processed within 24 hours for standard incorporations.
  • Same-day incorporation is available for an additional fee.
  • Receive Certificate of Incorporation
  • Once approved, the company receives a Certificate of Incorporation and can commence operations.

3. Directors and Shareholders

• Minimum Requirements:
  • A company must have at least one director (can be a foreign national).
  • No residency requirement for directors or shareholders.
• Corporate Directors:
  • Corporate directors are permitted but must meet regulatory requirements.
• Share Capital:
  • No minimum capital requirement for most companies.
  • Shares can be issued in multiple classes and denominations.

4. Taxation and Compliance

• Corporate Tax:
  • Standard corporate tax rate: 0% for most businesses.
  • Certain sectors (e.g., banking, large retail, and property development) are taxed at 10% or 20%.
• Annual Filing Requirements:
  • Companies must file an Annual Validation Form with the Guernsey Registry.
  • No statutory audit is required for most private companies unless they meet specific thresholds.

5. Economic Substance Requirements

• Companies engaged in regulated activities (e.g., finance, insurance, fund management) must demonstrate sufficient economic substance in Guernsey, such as having physical offices and local staff.

6. Costs and Fees (2025)

• Incorporation Fee:
  • Standard incorporation: £100
  • Same-day incorporation: £350
• Annual Validation Fee:
  • Standard fee: £250 (varies based on company type)
  • Registered Office Costs:
    • Typically provided by the Corporate Service Provider, fees vary based on services offered.
    • Foreign investors should engage a licensed Corporate Service Provider in Guernsey to facilitate the company formation process and ensure compliance with local regulations.