Guernsey LtdFormation of Limited by Shares company

LEGAL FORM

Guernsey is a leading financial center of the highest reputation and standards. The jurisdiction is one of the most established, transparent and well-regulated international financial centers and was placed on the OECD G20 "white list" in 2009, which reflects high standards of international compliance and transparency. Guernsey is neither a separate Member State nor an Associate Member of the European Union and linked to the EU only through a side protocol of the UK's membership.

On the 1st July 2008, a new consolidated Companies (Guernsey) Law came into force. A Guernsey company may take a form of a Company Limited by Shares, Company Limited by Guarantee, Incorporated Cell Company, Protected Cell Company, Unlimited Company, Mixed Liability Company (hybrid).

The incorporation process is a straightforward electronic registration. This can be completed in a day, provided that the prerequisite director registrations and anti-money laundering formalities have been completed.

COMPANY NAME

Guernsey companies must use the suffix Limited or Ltd. to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive. Special consent is required for names such as European or International.

MEMORANDUM AND ARTICLES OF ASSOCIATION

There is no requirement for a company limited by shares to have an authorized share capital and unless a company’s memorandum of incorporation specifically limits the objects for which that company has been formed, the objects of that company are deemed to be unrestricted.

Standard Articles will apply to all company incorporations unless specifically disapplied. The Companies law also allows provisions to be entrenched in the articles either upon incorporation or upon passing a unanimous resolution of the members.

SHAREHOLDERS

The number of shareholders in a Company may be one. Details of shareholders are maintained on the public files at the Companies Registry, but anonymity can be preserved by the use of nominee shareholders.

SHARE CAPITAL

A company is no longer required to have an authorized share capital, although it is possible to define whether an authorized share capital is required. The share capital can be of any currency and shares of no par value are permitted. Ordinary shares, redeemable shares and preference shares can be issued.

DIRECTORS

The minimum number of directors is one, who may be corporate or individual. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors. There is no requirement to have resident directors.

REGISTERED OFFICE AND SECRETARY

Every company, registered in Guernsey is required to have a registered office and address in Guernsey, which should be notified at the Registry's Office. There is no requirement for a Guernsey Company to have a Company Secretary; however it is advised for administration purposes. Corporate secretary is permitted.

CORPORATION TAX RATES

Guernsey is not a member of the EU's VAT net and determines its own taxation.

With effect from 1 January 2008, Guernsey’s Corporate Tax Regime changed radically. The standard rate of income tax for companies moved from 20% to 0%. From 1 January 2008, the exempt company and international business company regimes are abolished (other than for Exempt Collective Investment Schemes – "CISs"), as a consequence of which most Guernsey registered companies will be treated as resident for tax purposes. In addition, the GBP600 annual exempt fee ceased to be payable (again, other than for exempt CISs).

AUDIT AND FINANCIAL RETURNS

All Guernsey registered companies must file annual returns showing details of shareholders and directors. Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which should reflect its financial position.

MEETINGS

Company meetings need not be held in Guernsey.

TIME NEEDED FOR FORMATION

Usually it is 1 working day.

RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR

• Provision of registered office and company Secretary
• Maintenance of statutory records
• Filing of any required statutory returns
• Holding of annual statutory meetings
• Payment of government fee

OUR SERVICES FOR THE COMPANY FORMATION IN GUERNSEY INCLUDE:

• Name check and approval
• Drafting and filling of Memorandum and Articles of Association
• A standard set of original corporate documents consisting of:
  - Certificate of Incorporation
  - Memorandum of Association
  - Articles of Association
  - Statement of the Register
  
• Payment of the government fee
• Provision of registered address for one year
• Provision of company Secretary for one year
• Due diligence procedures (limited to two individuals)
• Rubber stamp

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION

Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:

• Notarized copy of valid passport.
• Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
• Original or certified copy of Banker’s reference letter (dated within 3 months).
• In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).

IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES

If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.

Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.

Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.

SHIPPING COST

Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.