Guernsey:
New Companies Law - Registry Filing Requirements

13 October 2008

by

Ogier

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This memorandum has been prepared for the assistance of our
clients in connection with the provisions relevant to the Registry
Filing Requirements under the Companies (Guernsey) Law, 2008 (as
amended) (the "Companies Law"). It is
intended to provide only a summary of the main legal and general
principles and it is not intended to be comprehensive in scope. It
is strongly recommended that you seek specific legal advice on such
matters and we would be pleased to assist in this respect. A series
of briefings on other specific aspects of Guernsey companies has
been produced by Ogier and is available on our website
www.ogier.com. Transitional provisions have also been made (a
separate briefing addresses the operation of these).

The memorandum has been prepared on the basis of the law and
practice in Guernsey as at 10 September 2008.

Table Of Registry Filing Requirements Arising Under The
Companies Law

Action

Description of requirement

Section

Time period for filing with the Registry

Incorporation

Application for incorporation to be in the form prescribed by
the Registrar and must be filed with the Registry and accompanied
by:-

- the memorandum of incorporation,

- a statement of the proposed first directors,

- a statement of the proposed address of the company's
registered office,

- a statement of the proposed first resident agent, comprising
the particulars required to be entered in its record of resident
agent under section 485,

- the name and address of the founder member of the company,

- in the case of a company with a share capital, a statement of
initial share capital,

- in the case of a company with a founder member who is a
guarantee member, a statement of initial guarantee,

- a copy of any consent required under section 10 (being the
GFSC consent to the establishment of a protected cell company or an
incorporated cell company),

- a copy of any special resolution required under section 11
(being the consent of an incorporated cell company for the
establishment of a new incorporated cell), and

- a declaration of compliance (incorporation).

s.17

N/A

Change of Name

Application for change of name to be in the form prescribed by
the Registrar and must be filed with the Registry and be
accompanied by:

- the special resolution authorising the change of name, and

- a declaration of compliance (name change).

s.25

To be filed within 30 days of the special resolution being
passed.

Conversion of Company

For a non-cellular company to convert into a protected cell
company, the company must deliver to the Registrar:-

- a copy of the consent of the Commission under section
46(2),

- a copy of the special resolution under section 46(3),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.46(5)

To be filed within 30 days of the special resolution being
passed.

For a non-cellular company to convert into an incorporated cell
company the company must deliver to the Registrar:-

- a copy of the consent of the Commission under section
47(2),

- a copy of the special resolution under section 47(3),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.47(5)

To be filed within 30 days of the special resolution being
passed.

For a Protected Cell Company to convert into an incorporated
cell company the company must deliver to the Registrar:-

- a copy of the consent of the Commission,

- a copy of the special resolution of the company,

- a copy of its memorandum (and articles, as the case may be) as
it is (or they are) proposed to be altered,

- a copy of the special resolution passed by each cell,

- an application for the incorporation of each cell as an
incorporated cell of the incorporated cell company in accordance
with section 17 and that application shall be deemed to have
complied with the requirements of section 11, and

- a declaration of compliance (conversion).

s.48(6)

To be filed within 30 days of the special resolution being
passed.

For an incorporated cell to convert into a noncellular company
the incorporated cell must deliver to the Registrar:- - a copy of
the special resolution under subsection 49(2), - a copy of its
memorandum (and articles, as the case may be) as it is (or they
are) proposed to be altered, and - a declaration of compliance
(conversion).

s.49(4)

To be filed within 30 days of the special resolution being
passed.

For the transfer of incorporated cells between incorporated cell
companies, the incorporated cell company to which the incorporated
cell is being transferred must deliver to the Registrar:-

- a copy of the special resolution of each incorporated cell
company authorising the ransfer,

- a copy of the special resolution of the incorporated cell
being transferred approving the transfer,

- a copy of the transfer agreement,

- a copy of its articles if they are proposed to be altered,

- a notice of the proposed new address of the registered office
of the incorporated cell which is being transferred, in order to
comply with section 31, and

- a declaration of compliance (conversion).

s.50(7)

To be filed within 30 days of the special resolution being
passed.

For a non-cellular company to convert into an incorporated cell
and transfer to an incorporated cell company, the non-cellular
company must deliver to the Registrar:-

- a copy of the special resolution of the noncellular
company,

- a copy of the special resolution of the incorporated cell
company,

- a copy of the conversion and transfer agreement,

- a copy of its memorandum (and articles, as the case may be) as
it is (or they are) proposed to be altered,

- a notice of the proposed new address of its registered office,
in order to comply with section 31, and

- a declaration of compliance (conversion).

s.51(7)

To be filed within 30 days of the special resolution being
passed.

For a protected cell company to convert into a non-cellular
company the company must deliver to the Registrar:-

- a copy of the consent of the Commission,

- a copy of the special resolution of the company,

- a copy of its memorandum (and articles, as the case may be) as
it is (or they are) proposed to be altered,

- a copy of the special resolution of each cell, and

- a declaration of compliance (conversion).

s.52(6)

To be filed within 30 days of the special resolution being
passed.

For an incorporated cell to subsume into an incorporated cell
company and convert to a noncellular company, the incorporated cell
company shall deliver to the Registrar:-

- a copy of the consent of the Commission,

- a copy of the special resolution of the incorporated cell
company,

- a copy of its memorandum (and articles, as the case may be) as
it is (or they are) proposed to be altered,

- a copy of the special resolution of each incorporated cell,
and

- a declaration of compliance (conversion).

s.53(7)

To be filed within 30 days of the special resolution being
passed.

For a company to convert into an unlimited liability company,
the company must deliver to the Registrar:-

- a copy of the unanimous resolution passed under section
54(2),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.54(4)

To be filed within 30 days of the unanimous resolution being
passed.

For an unlimited or mixed liability company to convert into a
limited liability company, the company must deliver to the
Registrar:-

- a copy of the special resolution passed under section
55(2),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.55(4)

To be filed within 30 days of the special resolution being
passed.

For a limited liability company to convert into a mixed
liability company, the company must deliver to the Registrar:-

- a copy of the special resolution passed under section
56(2),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.56(4)

To be filed within 30 days of the special resolution being
passed.

For an unlimited liability company to convert into a mixed
liability company, the company must deliver to the Registrar:-

- a copy of the special resolution passed under section
57(2),

- a copy of its memorandum (and articles, as the case may be) as
it is proposed to be altered, and

- a declaration of compliance (conversion).

s.57(4)

To be filed within 30 days of the special resolution being
passed.

Amalgamation

Application for amalgamation to be filed with the Registrar and
be accompanied by:-

- in cases where the consent of the Commission is required by
section 62, a copy of that consent;

- in cases where the amalgamated body corporate will not be one
of the amalgamating bodies corporate but a new company, the
particulars required under section 17(2) in respect of the
incorporation of a company;

- such other information or documents as the Registrar may
require, including anything that could be required under section 17
in respect of an application for incorporation of a company;
and

- a declaration of compliance (amalgamation).

s.69(2)

N/A

Change of Directors

Any change in directors or the particulars contained in the
register of directors must be filed with the Registry. Notice must
state the change and date on which it occurred.

s.145(1)(a)

To be filed within 14 days of the change.

Notice of a person having become a director of the company
must:-

- contain a statement of the particulars of the new director
that are required to be included in the company's register of
directors, and

- be accompanied by the consent and declaration required by
section 138.

s.145(2)

To be filed within 14 days of the new director's
appointment.

Resolutions

Ordinary resolutions are not generally required to be filed with
the Registry, but certain exceptions exist (including a requirement
to file an ordinary resolution amending the share capital of a
company or for the voluntary winding up of the company, which must
be filed within 30 days of being passed).

s.176 and s.287(4)

To be filed within 30 days after the date of which it was
passed.

Special resolutions.

s.178(7)

To be filed within 30 days of being passed.

Waiver resolutions.

s.179(7)

To be filed within 30 days of being passed.

Unanimous resolutions.

s.180(4)

To be filed within 30 days of being passed.

Any change in the resident agent or any of the details contained
in the record of resident agent must be filed with the Registry;
these details include:-

(1) Where a director is an individual, the following particulars
must be entered in the register:-

- his name and any former name,

- his address, which may be either -

- his usual residential address, or

- his service address (which may be stated as "the
company's registered office"),

- his nationality,

- his business occupation (if any), and

- his date of birth.

(2) Where a director is not an individual, the following
particulars must be entered in the register:-

- its corporate or firm name and any former such name it has had
within the preceding 5 years,

- its registered office (or, if it has no registered office, its
principal office),

- its legal form and the law by which it is governed, and

- if applicable, the register in which it is entered and its
registration number in that register.

Notice must state the change and date on which it occurred.

s.485(3)

To be filed within 14 days of change.

Other Certification Requirements Without Registry Filing
Obligations

Action

Description of requirement

Section

Time period for filing with the Registry

Approval of Accounts

Every Guernsey company is obliged to prepare accounts in respect
of each financial year and such accounts must include a profit and
loss account and a balance sheet, must give (and state that they
give) a true and fair view and must be in accordance with generally
accepted accounting principles stating which principles have been
adopted. The accounts must be approved by the board and must be
signed by at least one of them (section 243).

The Companies Law makes provision for the preparation of
"consolidated accounts" by "associated
companies". Companies are "associated companies" for
the purposes of the Companies Law if, inter alia, one is a
subsidiary of the other or if they are both subsidiaries of the
same company (section 529). A company is a "subsidiary"
of another for the purposes of the Companies Law if the other
company controls the composition of its board of directors, holds
more than half the value of the equity share capital (if
applicable) or controls more than half of the voting rights in it
(section 531). Even if such consolidated accounts are prepared they
must be approved by the board of each of the relevant companies and
signed by a director of each relevant company (section 244).

s.243 and s.244

No obligation to file.

Allotment of Shares

Before a company issues shares under section 292 or 293,

(1) The board of directors must:-

- decide the consideration for which the shares will be issued
and the terms on which they will be issued, and

- resolve that, in its opinion, the consideration for and terms
of the issue are fair and reasonable to the company and to all
existing members.

(2) The board of directors must approve a certificate:-

- stating the consideration for, and the terms of, the
issue,

- describing the consideration in sufficient detail to identify
it, and

- stating that, in its opinion, the consideration and terms of
issue are fair and reasonable to the company and to all existing
members, and the certificate must be signed on their behalf by at
least one of them.

s.295(1) and (2)

(Note the transitional provisions and the delayed application
of, inter alia, sections 292 and 293 in respect of companies
existing prior to 1 July 2008)

No obligation to file.

In addition to the requirement above, where shares are issued
other than for cash,

(1) The board of directors must certify as to:-

- the reasonable present cash value of the consideration for
issue, and

- the present cash value of the consideration to be provided for
the issue of shares being not less than the amount to be credited
for the issue of the shares.

(2) The certificate referred to in section 295(2) must:-

- state the reasonable present cash value of the consideration
and the basis for assessing it; and

- state that, in the opinion of the board, the present cash
value of the consideration to be provided for the issue of shares
is not less than the amount to be credited for the issue of the
shares.

(3) Before shares that have already been issued are credited as
fully or partly paid up, the board must:-

- determine the reasonable cash value of the consideration,
and

- resolve that, in its opinion, the present cash value of the
consideration is:-

- fair and reasonable to the company and to all existing
members, and

- not less than the amount to be credited in respect of the
shares.

(4) The board of directors must, in respect of a decision in
relation to (3) above, approve a certificate:-

- describing the consideration in sufficient detail to identify
it, and

- stating:-

- the present cash value of the consideration and the basis for
assessing it,

- that the present cash value of the consideration is fair and
reasonable to the company and to all existing members, and

- that the present cash value of the consideration is not less
than the amount to be credited in respect of the shares. and the
certificate must be signed on their behalf by at least one of
them.

(5) Note that there are exceptions to the provisions under
sections 295 and 296 set out above. See section 297 for full
details.

s.296 and s.297

S.297

No obligation to file.

Rights to Subscribe for Shares

Before a company grants rights to subscribe for, or to convert
any security into, shares in a company,

(1) the board of directors must:-

- decide the consideration for which the rights or securities
and, in either case, the shares will be issued and the terms on
which they will be issued, and

- resolve that, in its opinion, the consideration for and terms
of the issue of the rights or securities and, in either case, the
shares are fair and reasonable to the company and to all existing
members.

(2) The board of directors must approve a certificate:-

- stating the consideration for, and terms of, the issue of the
rights or securities and, in either case, the shares,

- describing the consideration in sufficient detail to identify
it, and

- stating that, in its opinion, the consideration for and terms
of issue of the rights or securities and, in either case, the
shares are fair and reasonable to the company and to all existing
members,

and the certificate must be signed on their behalf by at least
one of them.

s.298

No obligation to file.

Before a company grants for consideration other than cash rights
to subscribe for, or to convert any security into, shares in a
company, the board of directors must:-

- determine the reasonable present cash value of the
consideration for the issue, and

- resolve that, in its opinion, the present cash value of the
consideration to be provided is not less than the amount to be
credited for the issue of the shares.

s.299(3)

No obligation to file.

Distributions

(1) The board of directors of a company may authorise a
distribution if:-

it is satisfied on reasonable grounds that the company will,
immediately after the distribution, satisfy the solvency test,
and

- it satisfies any other requirement in its memorandum and
articles. (2) The board of directors must approve a certificate
stating:-

- that in its opinion the company will, immediately after the
distribution, satisfy the solvency test, and

- the grounds for that opinion, and the certificate must be
signed on their behalf by at least one of them.

s.303

No obligation to file.

Payment of Dividends

(1) A company may pay a dividend if:-

- the board of directors is satisfied on reasonable grounds that
the company will, immediately after payment, satisfy the solvency
test, and

- it satisfies any other requirement in its memorandum and
articles.

(2) The board of directors must approve a certificate
stating:-

- that in its opinion the company will, immediately after
payment of the dividend, satisfy the solvency test, and

- the grounds for that opinion, and the certificate must be
signed on their behalf by at least one of them.

s.304

No obligation to file.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.

The choice among numerous offshore jurisdictions can be
complicated. A lot of parameters should be taken into
consideration. Each offshore financial centre carries its own set
of advantages, benefits and possible trade off

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