Companies are incorporated under the Companies (Guernsey) Law 2008 and registration is effected through the Registrar of Companies in Guernsey. A company is either non-cellular or cellular (protected cells or incorporated cells) and in respect of the liability of its members can be limited by shares or guarantee, unlimited or mixed.
Non-Cellular Companies:
- Local Registered Office and Resident Agent is required
- must maintain at least a copy of its minute book, financial records and registers of Directors and members at such an office
- at least one Director of any nationality and residence
- at least one Shareholder of any nationality and residence
- no Secretary is required
- annual general Shareholder meeting is required, however, this requirement may be waived by a 90% majority of the Shareholders
- annual validation must be filed with the Registrar, showing the registered office address, details of the Directors, Resident Agent, issued share capital and whether the company is exempt from audit. This information is available for inspection by members of the public
- Resident Agent must maintain complete records of the beneficial owner but these details are not part of the company’s public record
- accounts for each financial year are required although these are not filed with any external bodies
Cellular Companies /Protected Cell (PCC) & Incorporated Cell Companies (ICC):
Guernsey was the first offshore jurisdiction to provide, through its corporate laws, the ability for companies to create protected cells within the capital of the company to segregate the assets within that cell from unrelated claims. Both PCCs and ICCs can be used for most business purposes provided that they are administered by an entity licensed by the Guernsey Financial Services. They are popular as asset-holding vehicles and segregated investment vehicles.
Taxation:
Income tax at the rate of 0% with the exception of rental income from Guernsey properties which is taxed at the rate of 20%.