Companies (Guernsey) Law 2008

Guernsey Company Law

All companies registered in Guernsey must abide by Guernsey company law stated in the Companies (Guernsey) Law 2008. You will find below the key extracts from the Guernsey Companies Law along with the full act.

§21. Company Name

(1) A company shall have the following word or words at the end of its name –

• in the case of a company limited by shares– "Limited","With limited liability","Ltd.","Avec responsabilité limitée", or "ARL",
• in the case of a company limited by guarantee– "Limited by guarantee", or "LBG",
• in the case of a mixed liability company– "Mixed liability", or "ML",

and that word or those words shall form part of its name.

§30. Registered Office

A company shall at all times have a registered office in Guernsey to which all communications and notices may be addressed.

§15. Memorandum of Association

(2) The memorandum shall state –

• the company's name (which must be in compliance with Part III),
• that the company's registered office is situated in Guernsey,
• the type of company within the meaning of section 2(1),
• the type of company in respect of the liability of its members within the meaning of section 2(2).

(3) The founder member shall subscribe to the memorandum by entering in it his name, address and signature and this subscription shall form part of the memorandum.

§16. Every company shall have articles of incorporation which set out regulations for the conduct of the company.

§135. Directors

A company must have at least one director.

§137. A minor shall not be appointed or hold office as a director or a person who is disqualified, by reason of misconduct or unfitness, from acting as a director under the law of a district, territory or place outside Guernsey.

§157. Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

§120. Shareholder

A company shall have at least one member.

§121. (1) Upon subscribing to the memorandum, the founder member is deemed to have agreed to become a member of the company and, on its incorporation, becomes a member and must be entered as such in its register of members.

(2) Every other person who agrees to become a member of a company whose name is entered in its register of members is a member of the company.

§277. Share Types

(1) Subject to the memorandum and articles, different classes of share may be issued in a company.

(2) shares may be issued which –

• are redeemable,
• confer preferential rights to distribution of capital or income,
• do not entitle the holder to voting rights,
• entitle the holder to restricted voting rights.

§278. A company may issue shares which have no nominal or par value ("shares of no par value") if it is authorised to do so by its memorandum or articles.

§286. Share Capital

A company may by special resolution determine that any portion of its share capital which has not been called up shall not be capable of being called up except in the event and for the purposes of the company being wound up and, if a company so resolves, that portion may not be called up except in that event and for those purposes.

§370. Company Restoration

(1)A company can be restored by; any director, member, creditor, liquidator, administrator, commission in respect of a supervised company or a company/person to appearing to the Court to have a sufficient interest in making the application

(3) An application under this section must be made before the expiry of 10 years beginning on the date on which the company was struck off.