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COMPANY LAW COMPARISON
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The Companies (Guernsey) Law came into effect in 2008.

Benefits of using a Guernsey company include: 

  • Separate legal identity
  • Members generally have limited liability
  • Single member companies are permitted
  • Ease of transfer of membership
  • Different forms of companies are available - protected cell companies (PCCs), incorporated cell
  • companies (ICCs), companies limited by guarantee or unlimited liability companies
  • Guernsey companies can amalgamate with other Guernsey or non-Guernsey companies
  • Guernsey permits inward and outward migration from and to other jurisdictions
  • No authorised share capital. Shares can be issued in various classes, including redeemable shares
  • Guernsey companies can be incorporated online within 24 hours and sooner if required (for an additional fee)

All information correct as at 15 September 2014. 

This guide is intended to provide broad comparative information on the laws applicable in the jurisdictions.
It does not purport to provide a full synopsis of the areas covered. We recommend that you seek the appropriate advice pertaining to your particular circumstances.

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Guernsey

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Jersey

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British Virgin Islands

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Cayman Islands

GMT-5

The Companies (Guernsey) Law, 2008, (CGL).

The Companies (Jersey) Law 1991, (CJL).

The BVI Business Companies Act 2004, (BCA).

The Companies Law (2012 Revision), (CCL).

A Guernsey company can be:

  • limited by shares
  • a guarantee company
  • unlimited company
  • a mixed liability company
  • A cell company

A Jersey company can be:

  • limited by shares
  • a guarantee company
  • unlimited company
  • a limited life company
  • A cell company

A British Virgin Islands company can be

  • limited by shares
  • a guarantee company
  • unlimited company
  • a restricted purpose company
  • a segregated portfolio company

A Cayman Islands can be:

  • limited by shares;
  • a guarantee company
  • unlimited company
  • a mixed liability company
  • segregated portfolio company
  • a limited duration company (30 years)

None

None

None

None

The CGL does not distinguish between public and private companies.

A Jco is either a private company or a public company.

The BCA does not distinguish between private and public companies.

The CCL does not distinguish between private and public companies.

Permitted. Buybacks need to be approved. Buybacks and redemptions must satisfy the solvency test.

Permitted. Buybacks need to be approved. Buybacks and redemptions require a12 month forward looking solvency statement.

The BCA does not distinguish between private and public companies.

The CCL does not distinguish between private and public companies.

Guernsey has flexible capital maintenance rules. It is possible to distribute from any account or source and dividends need not be paid from distributable profits or revenues, provided the directors determine that post distibution:

  1. Gco will be able to pay its debts as they fall due; and
  2. assets of the Gco will exceed its liabilities.

The share premium account is generally distributable; the share capital account (and capital redemption reserve) can be utilised for redemptions/repurchases (but not for dividends), provided that the directors can state that the company can meet its liabilities as they fall due for the next 12 months.

There is no reference to any reserve or capital accounts. However, distributions may not be declared or paid provided the directors determine that immediately after the distribution: 

  1. the BVIco will be able to pay its debts as they fall due; and
  2. assets of the BVIco will exceed liabilities.

Reference is made to the appropriate reserve or capital account.The share premium account is generally distributable and the share capital account (and capital redemption reserve) can be utilised for redemptions/repurchases (but not for dividends), provided that immediately following the distribution, the Cayco will be able to pay its debts as they fall due.

It is possible to migrate Gcos to other jurisdictions and vice versa.

It is possible to migrate Jcos to other jurisdictions and vice versa.

It is possible to migrate BVIcos to other jurisdictions and vice versa.

It is possible to migrate Caycos to other jurisdictions and vice versa.

Permitted (including cell companies).

Permitted (other than cell companies or cells).

Permitted.

Permitted (other than cell companies or cells).

Any currency.

Any currency.

Any currency.

Any currency.

24 hours for a 'standard' incorporation; two hours for a 'rapid' incorporation and 15 minutes for a 'special' incorporation.

A Gco is incorporated on the date of issue of the certificate of incorporation.

Same day for a 'fast track' incorporation or otherwise 2-3 days.

A Jco is incorporated on the date of issue of the certificate of incorporation.

Same day with the certificate of incorporation and return of the stamped memorandum and articles issued within 3-5 days.

There is no 'fast track' procedure for the return of incorporation documents.

The incorporation date is the date of filing.

The certificate of incorporation and the memorandum and articles are returned within 3-5 days or within two days (express).

£100 for 'standard' process, £350 for 'rapid' process or £750 for 'special' process regardless of proposed share capital.

Incorporation fee is £200 and an additional £200 for 'fast track' incorporation regardless of proposed share capital.

US$350 to issue up to 50,000 shares and US$1,100 to issue more than 50,000 shares.

Based on authorised share capital, as follows:

Up to US$50k = $732
US$50k+ to $1m = $1,098
US$1m+ to $2m = $2,298
Over US$2m = $3,010

US$488 for express service.

In line with UK standards. Compliance primarily falls on regulated Guernsey service providers.

KYC documents are required for beneficial owners holding 25% or more. Rules adjusted for listed companies.

In line with UK standards. Compliance primarily falls on regulated Jersey service providers.

KYC checks are performed on beneficial owners of more than 10%. Rules are adjusted for listed companies.

Compliance primarily falls on regulated BVI service providers.

KYC checks are performed on beneficial owners of more than 10%. Rules are adjusted for listed and certain regulated companies.

Corporate service providers are required to perform KYC on the person(s) seeking to incorporate and control the Cayco. Abridged due diligence is possible if the Cayco will be controlled by a person regulated in a jurisdiction with equivalent AML controls.

One director.

A public Jco: two directors.

A private Jco: one director.

One director.

No minimum.

May be a natural person or (subject to conditions) a body corporate.

May be a natural person or (subject to conditions) a body corporate.

May be a natural person or (except regulated entity) a corporate.

May be a natural person or a corporate entity.

A director need not be resident in Guernsey. The regulator may in some cases require Guernsey resident directors as a condition of giving regulatory consent.

A director need not be resident in Jersey. The regulator may in some cases require Jersey resident directors as a condition of giving regulatory consent.

A director need not be resident in the BVI. The regulator will usually require a regulated BVIco to appoint one or more BVI resident directors.

No residency requirement for directors.

Directors are subject to equitable, common law and statutory duties to:

  • act honestly and in good faith in the best interests of the Gco;
  • exercise powers for a proper purpose;
  • not fetter discretion;
  • avoid conflicts of duty.
  • exercise care, diligence and skill of a reasonably diligent person.

Jersey provides statutory and common law duty to:

  • act in good faith with a view to the best interests of the company; and
  • exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances.

There is statutory footing to the equitable and common law duties owed by a director.

  • A director must act honestly and in good faith and what he believes to be in the best interests of the BVIco.
  • A director must exercise power for a proper purpose.

Directors are subject to equitable, common law and statutory duties to:

  • act honestly and in good faith in the best interests of the Cayco;
  • exercise powers for a proper purpose;
  • not fetter discretion;
  • avoid conflicts of duty;
  • exercise care, diligence and skill of a reasonably diligent person.

One member.

A public Jco must have two members.

A private Jco may have one member.

One member.

At least one member.

A limited duration Cayco must have 2 members.

Details of registered (not beneficial) members are public information. The use of nominees is common.

Details of registered (not beneficial) owners are public information. The use of nominees is common.

The BVIco's certificate of incorporation and memorandum and articles are available publicly.

Publicly available information is name, date of incorporation, registered number, registered office and status (i.e. active).

Not permitted.

Not permitted.

Permissible, but must be placed with custodian.

Permissible, but must be placed with an authorised custodian.

Can be held.

Can be held.

Can be held.

Can be held.

Yes. Similar to the UK.

Yes. Similar to the UK.

Yes. Similar to the UK.

Yes. Similar to the UK.

A special resolution is required to amend the articles, commence a summary winding up and for certain other purposes. Requires a three-quarters' majority. Can also be passed by a written resolution signed by at least 75% of the total voting rights.

A special resolution is required to amend the articles, commence a summary winding up and for certain other purposes. Requires a two-thirds' majority, or such higher majority required by the articles. Can also be passed by unanimous written resolution.

BVI law does not define 'special resolution'. The BVIco's articles may make provisions for varying levels of the percentage of votes required to pass a resolution.

A special resolution is required to amend the articles, commence a voluntary liquidation and for certain other purposes. Requires a two-thirds' majority, or such higher majority required by the articles. Can also be passed by unanimous written resolution.

Yes. Certain statutory books and records must be held.

Yes. Certain statutory books and records must be held.

Yes. Certain statutory books and records must be held.

Yes. Register of Directors and Officers and Mortgages and Charges must be maintained.

Not required.

Required. Can be a body
corporate and need not be
Jersey resident.

Not required.

Not required.

Must file an annual validation and pay £250 for non-regulated companies, £500 for financial product companies, £750 for cell companies plus £100 for each incorporated cell or £10 for each protected cell.

All Gcos must hold an AGM, unless the shareholders otherwise resolve (90% majority).

All Jcos must file an annual return each year and pay an annual filing fee of £150.

All Jcos must hold an AGM, unless all the shareholders agree to dispense with an AGM.

A public Jco must prepare and file annual audited accounts.

AGM is not required by law.

Annual fee of US$350 for up to 50,000 shares and US$1,100 for more than 50,000 shares.

Must pay an annual fee and file an annual return.

The annual fee is determined by authorised share capital:

Up to US$50k = $854
US$50k+ to $1m = $1,220
US$1m+ to $2m = $2,420
Over US$2m = $3,132

Accounting records must be kept for six years.

Books of account must be kept for 10 years.

Required to maintain books of account.

Books of account must be retained for 5 years.

Unless exempt (generally small, dormant or asset- holding companies), must appoint auditors. No requirement to file.

A private Jco is not required to audit or file its accounts but a public Jco must appoint auditors and file audited accounts.

No requirement to appoint auditors or to file accounts.

Unless regulated, no requirement to appoint auditors or file accounts.

No consent is required.

Regulator consent required.

No consent is required unless regulated.

No consent is required unless regulated.

A prospectus for registered open-ended collective investment schemes, registered closed-ended collective investment schemes or offers to the public of any general securities and derivatives must comply with Guernsey's Prospectus Rules.

The rules do not apply to an offer listed on an exchange, in respect of a company domiciled in a IOSCO member country.

The Jersey Registrar's consent is required to circulate a prospectus to more than 50 people.

Regulatory consent is required to circulate a prospectus for a regulated fund in Jersey. Prospectus requirements in Jersey are easily met in the context of an AIM or London main market listing or a listing on another principal exchange.

No prospectus filing requirements exist unless the BVIco qualifies as a public fund.

Regulated mutual funds must file their offering document with the Cayman regulator.

Protected cell company ('PCC') cells do not have separate legal personality. Incorporated cell company ('ICC') cells are separate companies with their own legal identity.

Both provide for segregated assets and credit ring-fencing.

Protected cell company ('PCC') cells do not have separate legal personality. Incorporated cell company ('ICC') cells are separate companies with their own legal identity.

Both provide for segregated assets and credit ring-fencing.

Segregated portfolio companies.

Segregated portfolio companies.

In accordance with memorandum or articles.

Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

An instrument of transfer is required.

Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

A written instrument of transfer is required to transfer shares in a BVIco.

Shares are transferred in accordance with the requirements of the articles.

There are no statutory preemption rights.

There are no statutory pre-emption rights.

Apply only when stated in the memorandum or articles.

There are no statutory pre-emption rights.

Does apply.

Does apply.

Does not apply.

Does not apply.