Things to consider when incorporating:
Set up costs
The Guernsey Registry fee is £100 but you also need to use a Corporate Services Provider which is a company licenced by the GFSC.
- Annual validation
- Preparation of accounts in accordance with Guernsey company law and tax computations.
- Resolutions / changes to company records need to be uploaded to Registry – cost generally £10 per submission.
- Corporate Service Provider fees if you need on-going help with company law compliance.
What do you need to provide / consider
- A proof of identification. (Your passport or photo ID and a current utility bill showing your name and residential address). In addition, details will be needed about your proposed company.
- Company name
- What business activities will the company carry out?
- How many shares do you want to issue?
- Does the company need any special provisions or will the standard memorandum and articles be sufficient (for most businesses standard M&A are fine)
- Who will be the shareholders? (minimum in Guernsey is 1 shareholder)
- Who will be the directors? (minimum in Guernsey is 1 director)
- Where will the registered office be?
- Who will be the resident agent? (a resident agent is the person responsible for holding identification documentation on the owners of the company and is usually a Guernsey Resident director but can be a Corporate Services Provider)
- When will be the Company’s financial year end? (usually 31st December in Guernsey to match the end of the Guernsey tax year)
- Who will be the Company’s accountant?
- Who will be the Company’s bankers?
- Who will be the Company Secretary? (there is no requirement to appoint a company secretary but you can if you wish, a register of secretaries must be kept),
Once the information has been collected, the actual process to get the company incorporated takes only 24 hours.
When registered you will be provided with a copy of your memorandum and articles of association and the Guernsey Registry will post a Certificate of Incorporation to your registered office address. Be aware that there are other statutory records that need to be kept for a Limited Company as referred to in The Companies (Guernsey) Law, 2008, as amended.
Once you’ve set up your company, you need to keep on top of the statutory requirements such as:
- Annual validation – all Guernsey Companies must file an annual validation with the Guernsey Registry between 1st January and 31st January each year. There are fines of £100 per month for late filing.
- Annual Audit waiver (if applicable) – most small businesses can benefit from audit exemption (see audit exemption rules – http://www.guernseylegalresources.gg/ccm/legal-resources/statutory-instruments/guernsey—bailiwick/2009/no-5—the-companies-audit-exemption-regulations-2008.en).
- AGM waiver – many small businesses may wish to waive the requirement to hold an AGM.
- Keep the company registers up to date.
- Record minutes and/or resolutions of the directors and shareholders in the Company minute book.
- A company must also file accounts annually with Guernsey Income Tax and complete a company tax return.
- Directors must notify Guernsey Registry of changes in the structure and management of the business.