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Guernsey Offshore Company Formation

The Guernsey tax haven is a highly respected and trusted jurisdiction in the market of financial services. The tax haven has many services which are all aimed at helping investors and corporations expand business possibilities and also protect their assets and reduce on international taxes. These services include captive insurance, protected cell companies, fund management, offshore banking, offshore trusts and the Guernsey offshore company formations that includes the exempt offshore company similar to the IBC. Guernsey strictly follows the rules for Know Your Customer (KYC) and regulations for company formation and incorporation management. As such Guernsey has a solid reputation in offshore and financial services.

The company formation of Limited companies in tax haven Guernsey can be completed in one working day (24 hours). The formation of a Guernsey Limited Liability Company which is akin to offshore International Business Company (IBC) is regulated under the 2008 Companies Law. The types of offshore companies that can be incorporated in Guernsey are Limited Liability Company (IBC), Guarantee Company, Unlimited Liability Company, protected cell company and incorporated cell company.

For offshore company registration in Guernsey (with no local members) a registered agent must be used by the subscriber for offshore company formation.

As with other territories, offshore company formation is done with the Registrar of Companies. The process involves submitting a complete Memorandum of Association and Articles of Association. Information which is required by the registrar of companies for offshore company formation in the jurisdiction is:

  • The proposed name of the company
  • The registered address for the company in Guernsey
  • The name and address of the registered agent of the company
  • The type of company (specifically if the is or is not a cell company)
  • The full name and address of each member
  • The details on the shares (number of shares, aggregate value) and type
  • Restrictions on objects of the company

For Guernsey company formation the company name of choice must be sent to the Registrar of Companies for approval. An informal indication as to whether a name is likely to be approved can be obtained from the Registrar of Companies and the name can be reserved. The name for the Guernsey IBC offshore company must show that it is a Limited Liability Company by adding the word Limited or its abbreviation to the company name. The Registrar of Companies can refuse to incorporate the Guernsey offshore corporation if one of the words used as part of the company’s name is offensive or is a restricted word.

A Guernsey company formation for an offshore company needs one director (1) and two (2) shareholders for company formation. The director for a Guernsey offshore company can be an individual or a corporation. The director for Guernsey offshore companies can be of any nationality. There are no minimum capital requirements with Guernsey company formation.According to legislation regulating the incorporation of offshore companies in the jurisdiction a Company Secretary may be appointed for company registration. Prior to commencing trading, the initial directors of the company will hold an inaugural board meeting. A company must hold its first annual general meeting within 18 months of incorporation. Every Guernsey company must keep accounting records which disclose the financial position of the company at any time and enable the directors to ensure that any accounts comply with the requirements of the Law. There is no need to file annual returns.

For the formation of offshore companies in tax haven Guernsey, there is no minimum authorized share capital. Most offshore companies in the tax haven Guernsey are formed with a paid up authorized share capital. A Guernsey offshore company has the powers according to companies law to issue the following types of shares to its shareholders; voting and nonvoting shares, preference shares, redeemable shares, shares with par value and shares with no voting rights. Bearer shares are not permitted, and fractional shares may be issued.

Offshore companies formed in the tax haven of Guernsey must keep a registered office in the country. The Guernsey offshore company cannot engage in trade within the country. According to the laws of the country a Guernsey offshore company cannot trade with other companies within the jurisdiction nor do business with the residents of the country. Guernsey offshore companies can maintain contact with the professional community of Guernsey on the grounds of taking care of its premises and for matters which relates to the management of the company. Guernsey offshore company can maintain professional contact with lawyers, accountants, financial advisors etc.

The Guernsey limited company can maintain privacy of the owners by using nominee officers.

The Registry of Companies in Guernsey maintains a register of companies registered in Guernsey.

The information available to the public from the Registry is a copy of the certificate of incorporation; a copy of the memorandum and articles of incorporation; annual validations filed by a company; all special, waiver and unanimous resolutions filed by a company; all changes of directors and resident agents; details of the registered office of a company, its registered number and the type of company it is.

Although not part of the EU, Guernsey has legislated to achieve a uniform income tax system for the whole business sector. Guernsey companies are currently subject to tax at a rate of 0%.