Companies are incorporated under the Companies (Guernsey) Law 2008 and registration is effected through the Registrar of Companies in Guernsey. A company is either non-cellular or cellular (protected cells or incorporated cells) and in respect of the liability of its members can be limited by shares or guarantee, unlimited or mixed.


A Guernsey company must have a Registered Office and Resident Agent in Guernsey and must maintain at least a copy of its minute book, financial records and registers of Directors and members at such an office.

There is a requirement for a minimum of one Director and Shareholder but they need not be resident in Guernsey. There is no requirement for a Secretary.

Every company must hold an annual general meeting of its Shareholders every calendar year, although this requirement may be waived by a 90% majority of the Shareholders.

An annual validation must be filed with the Registrar at 31 December each year, showing the Registered Office address, details of the Directors, Resident Agent, issued share capital and whether the company is exempt from audit. This information is available for inspection by members of the public. The annual validation fee payable is dependant on the type of company. The majority of financial product companies pay £500 per annum.

The Resident Agent must maintain records of the beneficial owner but these details are not part of the company’s public record.

Guernsey companies are required to produce accounts for each financial year although these are not filed with any external bodies. Companies can obtain exemption from the requirement to have their accounts audited providing that they satisfy tests relating to net turnover, net balance sheet and the average number of employees.

Taxation of companies

All Guernsey companies are now resident for income tax at the rate of 0% (zero percent) with the exception of rental income from Guernsey properties which is taxed at the rate of 20%.


Protected Cell (PCC) & Incorporated Cell Companies (ICC)

Guernsey is one of the first offshore jurisdictions to provide, through its corporate laws, the ability for companies to create protected cells within the capital of the company to segregate the assets within that cell from unrelated claims. Creditors who have contracted with a PCC in respect of one particular cell will only be able to make claims against the assets of that cell and against the general non-cellular assets of the company but not against the assets in other protected cells.

The PCC structure allows multiple currencies and investment strategies within the one company, and also allows for additional cells to be launched cost-effectively.

The ICC has the same benefits as the PCC, but also allows for cells to separate as limited liability companies in their own right.

Limited Partnerships

The Limited Partnerships (Guernsey) Law, 1995 provides for the establishment of limited partnerships. Partnerships will consist of one or more general partners – who will be jointly and severally liable for all partnership debts – and one or more limited partners who will not be liable for any debts beyond the amount they have contributed toward the partnership.

Companies Limited by Guarantee (LBG)

LBGs are private limited companies where the members’ liability is limited to the amount that they have under- taken to contribute to the assets of the company in the event of its being wound up while they are a member or within one year of their ceasing to be a member.

The guaranteed amount can be as little as £1.00 and will be stated in the company’s Memorandum and Articles of Association.

LBGs may also have Shareholders whose liability for the company’s debt is limited to the amount unpaid on the shares they hold. A guarantee member may or may not also be a Shareholder.

LBGs are commonly used for non-profit organisations and/or charities requiring corporate status. Its profits are not distributed to its members but are retained to be used for the purpose of the guarantee company.


There is no requirement for the ultimate beneficial ownership of Guernsey companies to be disclosed to the Financial Services Commission at the time of incorporation. Instead, the corporate service provider is required to make a Declaration of Compliance stating that all the requirements of the Law have been fulfilled.

The name, usual residential address, nationality, date of birth and source of wealth of the ultimate beneficial owners must be disclosed to Elite Consulting. The information disclosed is not a matter of public record and will be maintained in strict confidence.

International anti-money laundering standards require offshore service providers to obtain an accepted level of due diligence on new and existing clients, their activity and source of funds.


It may be necessary for Elite Consulting to release information concerning the identity of clients, to service providers such as banks, solicitors or investment managers. These institutions have obligations under anti-money laundering legislation to request such information prior to being able to provide services.


Elite Consulting will ensure that clients are able to obtain credible and effective legal and tax advice when structuring their affairs through an introduction to a network of highly reputable international legal and tax advisors.


Guernsey’s new online company registry permits the incorporation of companies by corporate service providers within 24 hours (or less for an additional cost). Standard Articles of Incorporation can be provided, but special Articles can be drafted to meet your client’s specific needs.