Guernsey

Online company registry launched

Law firm Ogier describes the new Guernsey Companies Registry

The new Guernsey Companies Registry was launched online at on July 1. The website is being regularly updated and should be visited in order to access the most recent news regarding online company registration.

The new function will allow companies to be registered online with fees starting at £100.

A standard (24 hour) company incorporation will cost £100 in statutory fees.

A rapid (two hour) company incorporation will cost £350 in statutory fees.

A special (15 minute) company incorporation will cost £750 in statutory fees (certain restrictions will apply - standard memorandum & articles and only available from September).

It is no longer necessary to retain the services of an advocate to incorporate. Instead an application to incorporate may be made by any person holding a full fiduciary licence within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2000.

Directors of each company will need to register in advance of the live date in order to be able to access and amend their company records online. In order to register, a director registration form and identification will need to be provided to the registry and an ID number and pin code will be provided to each director. This process will begin at the start of June. Training for users of the registry will also commence in June. Each company and director will also need to be re-registered. There was a charge of £100 for re-registration. This must be completed before January 31, 2009 in order that the annual return may be submitted. The Guernsey registrar Mark Whiteley is pictured above and profiled below.

Annual returns (or annual validations as they will be known) will be submitted online. This will be a case of an authorised user reviewing the information held, making any alterations and submitting the validation. Changes to the company such as a change in registered office or changes to directors can be made online. There will be no charge for this service.

A basic company search can be carried out free of charge. This service is currently available online through the website as listed above. This will give basic details of the company such as the name, date of incorporation, registered office and share capital. This service is free to all and will not be restricted to registered users. A more detailed search will be available to registered users from July 1, 2008 and this will give details such as directors, allotments and resolutions. Company documents can be requested on line with an estimated lead time of around three hours. The documents can be sent by email or post. Extra charges will be levied for certified documents. A list of fees can be found online.

Coinciding with the launch were a series of changes in corporate governance including:

Introduction of a general solvency test

This states that the company must be able to pay debts as and when they fall due and to ensure that the value of assets is greater than the value of liabilities. In respect of regulated companies, they must also comply with any other statutory solvency provision. The solvency test will be of particular application in respect of any distribution, including dividends, and redemption or repurchase of shares.

Beneficial ownership

All Guernsey companies must appoint a resident agent; which must be either an individual, resident in Guernsey, who is a director of the company or a corporate service provider. If the company has more than one director that satisfies this requirement then some or all of them may be resident agents, and if this is the case, their functions and liabilities shall be joint and several. The duty of the resident agent is to take reasonable steps to identify the beneficial owner of the company for which they act.

Audit exemption

Audits will be optional, although 90% of the shareholders must approve the exemption. Regulated companies are unlikely to be exempt from audit as any obligation for an audit imposed by any other law will still apply.

Strike offs

There will be a voluntary strike off facility under the new system. On application by a company, the registrar may strike the company off the Register of Companies. The application must be made by the board of directors, be accompanied by a declaration of compliance (voluntary striking off) and contain such information as may be required by the registrar.

The registrar must give notice stating that, at the expiration of a period of two months beginning with the date of the notice, the company will be struck off by the Registrar of Companies and the company will be dissolved, unless cause is previously shown to the contrary. A notice must be published in such manner and for such period as the registrar sees fit.

At the expiration of the two month period, the registrar will, unless cause to the contrary has been shown, strike the company off the Register of Companies and, upon such striking off, the company will be dissolved.  

Companies registrar Mark Whiteley was born in Leeds in 1961. Educated at Cheltenham Grammar School and Manchester University where he graduated with BA(Hons) Degree in French Studies.

He joined Barclays in London in 1984 and completed its management development programme and became an associate of the Chartered Institute of Bankers in 1988. After two years managing Barclays’ student sponsorship scheme and European graduate recruitment he became senior manager, Financial Institutions Group with responsibility for correspondent banking in Switzerland, Luxembourg and Liechtenstein. In 1993, he and his family moved to Paris, where he established Barclays Global Custody in France. He became change management director of Merck Finck private bank in Munich in 1995, and in 1997 moved to Jersey where he was Chief Operating Officer of Barclays Private Banking Offshore, with responsibility for Jersey, Guernsey, Isle of Man, Cayman, BVI and Bermuda.

In 2000 He left the Barclays Group to become COO for EFG Reads Trust Company. After a year working on back office project for Royal Bank of Scotland International, in October 2002 he became director of operations at Jersey Financial Services Commission where he was also an assistant registrar. He left the Commission, after five years, having successfully moved the business to brand new premises on the Esplanade. He moved to Guernsey in September 2007 to take up his new position.