Guernsey company accounting and reporting reference for ordinary local trading companies limited by shares. Covers transaction records, retention, annual accounts, financial periods, member circulation, audit-waiver timing and the separate annual validation. Includes December-incorporation and advance-waiver examples, a document workflow and explicit gaps for audit-excluded companies and specialised entities. Prepared for 2026 from Guernsey Registry primary guidance, including the current annual-validation page and directors handbook. Current consolidated accounts, validation and audit-waiver provisions and the audit-exclusion regulations were recovered and checked on 27 October 2026. Specialised entities and the detailed civil-penalty boundary rules remain outside the established ordinary methods; this draft requires professional review before reliance.
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| Category | Published annual-validation fee | Classification condition |
|---|---|---|
| 5: CSP administered | £525 | The resident agent holds a fiduciary licence, or a fiduciary licensee is involved in ongoing administration or management; the company is not in an earlier category. |
| 6: non-licensed, not CSP administered | £260 | Residual category for companies outside every other category; the Registry gives local trading/holding companies with a Guernsey-resident director as resident agent as examples. |
| 7: GCRA regulated | £1,050 | Applies irrespective of whether the company would otherwise fall within a preceding category. |
Use this Guide for ordinary Guernsey local trading companies limited by shares. Establish incorporation date, financial-year dates, member register, regulated status and existing resolutions first. Funds, cell companies, listed entities, liquidation and other special cases need separate treatment. The Registry's directors handbook is expressly aimed at local trading companies; it does not establish eligibility for every entity. Directors handbook, introduction.
The current Companies Law v.0108 and consolidated Audit Exemption Regulations v.0001 were recovered from the official library on 27 October 2026. These consolidations expressly lack authoritative legal effect; authentic enactments and commencement dates control. The cited provisions below now supplement the original Registry guidance. Companies Law; Audit Exemption Regulations.
The Registry requires records sufficient to explain transactions, disclose the company's financial position with reasonable accuracy and enable compliant accounts. Retain accounting records for six years after they are made. This is not six years after filing the annual validation, and it is not permission to destroy documents required longer for other purposes. Directors handbook, printed page 9.
Prepare accounts for each financial year, including a profit and loss account and balance sheet. The handbook requires a true and fair view, identification of the generally accepted accounting principles used, and compliance with applicable enactments, with the corresponding statements in the accounts. It does not prescribe UK GAAP or IFRS for every company. Directors handbook, printed pages 9–10.
The handbook states a financial year must not exceed 18 months, initially measured from incorporation and subsequently from the end of the previous financial year. Send accounts to every member within 12 months after the financial year-end. These limits do not replace the company's tax return deadlines. Directors handbook, printed page 10; corporate tax Guide.
For an ordinary 31 December 2025 year-end, the stated member-circulation limit is 31 December 2026. Build a preparation and approval timetable before that date; do not treat the whole period as time during which no books are required.
Sections 238–240 confirm the transaction/financial-position records and six-year retention starting when made. Records may be kept where directors decide, but where kept outside Guernsey, local returns must disclose the business’s financial position at intervals of no more than six months and support compliant accounts; keep these in Guernsey for the same retention period. Records are open at reasonable times to the specified company officers. Under sections 243–244 the board approves the accounts and at least one director signs on its behalf. Section 245 confirms the 18-month maximum financial year. Section 251 requires member delivery within 12 months and supplies a separate seven-day response to the specified member/officer request for the latest accounts/reports, subject to its prior-request condition. Keep approval/signature and delivery evidence distinct from annual validation. Companies Law ss238–245, 251.
Audit is the starting requirement. An eligible company's members can pass an audit-waiver resolution for one year, multiple years or indefinitely. The Registry says it must be passed in the financial year before the first year covered; its detailed note allows a newly incorporated company to pass the waiver during its first financial year. File the resolution through the portal within 30 days of passing it. Resolutions and waivers; audit guidance, pages 1–2.
For a continuing calendar-year company seeking a waiver for 2027, address the resolution during 2026, then meet the separate 30-day filing limit. Do not assume a resolution passed after the relevant year has started retrospectively exempts that year. Verify eligibility, voting requirements and the exact resolution period before use.
The consolidated Audit Exemption Regulations define a large company by any two of annual net turnover at least £10.2 million, net balance sheet at least £5.1 million, and average employees at least 50, met in the financial year and the preceding financial year, unless regulation 2 applies. Use the regulation 4 net figures after the stated group-transaction eliminations and monthly full-time-equivalent employee averaging. Regulation 2 excludes from the large-company definition companies with 10 or fewer members, specified dormant/asset-holding companies and the specified licensed-insurer written-permission case. Do not infer the historic-definition categories without checking their referenced law. Regulation 3 prohibits large companies from passing the ordinary audit waiver, with its separate current-year fall-below-conditions route. A company that is not large still needs a valid waiver and review of other audit obligations. Audit Exemption Regulations rr1–4, with 2014 and 2021 amendments incorporated. The older Registry note’s filing-charge and January-only statements remain superseded by the current fee and validation sources below.
Section 179 requires a waiver resolution majority of at least 90%, with the applicable written-resolution, poll or show-of-hands denominator and required notice/text. It must be filed within 30 days; late filing is not declared to void the resolution, but entails the stated offence/civil-penalty exposure. Section 256 allows member requests representing more than 10% of issued share capital/class, or members where there is no capital, to rescind the waiver; the requests must reach the company no later than 11 months after the relevant year begins to affect that year. An ordinary-resolution rescission has its separate same-time-limit route. Keep the vote, eligibility, period, rescission monitoring and filing evidence. Companies Law ss179, 255–256.
AGM waivers, audit waivers and directors' report waivers are different decisions. The Registry requires waiver resolutions to be filed and notes that some companies are automatically exempt from the directors' report requirement. Establish the particular exemption rather than assuming one waiver removes all three duties. Resolutions and waivers.
The Registry page describes filing between 1 January and the last day of February, using 31 December details. Current section 234 instead requires delivery before the last day of February for a company incorporated before 1 December of the previous year, together with the declaration, necessary fee information/consent and a copy kept in the company register. Use the earlier statutory deadline in the work calendar and record the wording discrepancy; the page is not authority to extend the law. The December-incorporation exception is now corroborated by the statute. Companies Law s234. Submissions use the Online Services Portal; the fee depends on classification. Annual validation guidance.
Thus an ordinary company already registered before December 2025 files its 2026 validation before 28 February 2026, so plan submission by 27 February 2026, based on 31 December 2025 details. A company incorporated in December 2025 falls within the stated exception for that cycle. This does not waive accounts, tax or other notices.
A company seeking removal needs to complete the appropriate strike-off or winding-up process before 31 December to avoid the following validation obligation under the Registry guidance. Ceasing trade alone is not that process. Late or missing validation attracts the civil-penalty process; the civil-penalty section below gives the published bands without assuming automatic immediate strike-off. Annual validation guidance.
The Registry's fee schedule effective 1 December 2025, checked on 22 October 2026, lists the following annual-validation charges relevant to local trading companies. Establish the company's category before budgeting; incorporation through a CSP alone does not establish ongoing CSP administration. Fee schedule; formation Guide.
| Category | Published annual-validation fee | Classification condition |
|---|---|---|
| 5: CSP administered | £525 | The resident agent holds a fiduciary licence, or a fiduciary licensee is involved in ongoing administration or management; the company is not in an earlier category. |
| 6: non-licensed, not CSP administered | £260 | Residual category for companies outside every other category; the Registry gives local trading/holding companies with a Guernsey-resident director as resident agent as examples. |
| 7: GCRA regulated | £1,050 | Applies irrespective of whether the company would otherwise fall within a preceding category. |
Do not use this table for primary or secondary GFSC licensees, cell companies, charities or NPOs; categories 1–4 have separate rules and fees in the same schedule. A local trading description alone does not prove category 6. Fee schedule.
The current charge for filing a special, waiver or unanimous resolution is £15. An eligible category-6 company filing one audit-waiver resolution and its annual validation therefore budgets £15 + £260 = £275 in these Registry charges. For an otherwise qualifying category-5 company the corresponding arithmetic is £15 + £525 = £540. These examples assume one resolution filing and no late charges; they do not establish audit-waiver eligibility or include professional fees. Fee schedule.
The schedule separately lists £15 for a change of registered office, directors or resident agent, and £50 for each change of memorandum or articles. Its company-details submission for classification, purpose and economic activity code, and its personal-details submission, carry no charge. Choose the correct filing type rather than treating a free details update as a substitute for a charged corporate change. Fee schedule.
The published £5 per calendar day, capped at £500, is expressly for late document filings excluding documents whose lateness incurs a Schedule 2 civil penalty. It is not the annual-validation penalty: the schedule directs late annual validations and specified late changes of registered particulars to the civil-penalty rules. Identify the applicable regime before calculating any late charge; the separate civil-penalty guidance below applies. Fee schedule.
The July 2026 validation guidance distinguishes administered companies (GFSC licensed/authorised/registered under the supervisory laws, or administered, controlled or operated by an entity licensed by the GFSC under those laws in the course of its activities) from the residual non-administered category. Confirm that definition separately from a fee-category label. Validation penalties, pages 1–2.
| Published validation lateness band | Non-administered | Administered |
|---|---|---|
| Up to one week | £250 | £450 |
| Between one week and one month | £500 | £900 |
| More than one month | £1,000 | £1,800 |
General civil-penalty table, page 6, band 2. Do not calculate this as £5 daily. The validation note supplies 7 March/30 March examples but overlaps its “one month” wording; exact boundary-date treatment needs the regulations or Registry confirmation. A company not filing is also exposed. Validation note, page 2.
The validation note says the register becomes “In Default” until filing. A penalty is not automatically collected at online submission: the Registrar issues an order. Payment is due within 28 days of the order date; an application to Court to set aside or modify it is due within 21 days of receipt, with notice to the Registrar. Preserve both dates. Portal payment uses the Civil Penalty Payment submission; retain the reference and receipt. Unpaid penalties can be enforced as civil debt. Validation note, pages 2–3. Current court procedure and any suspension remain unverified.
From 1 September 2026, late director/resident-agent changes are charged per breach, not per combined submission. The general note's non-administered example has two director changes in the shortest band at £90 each and one resident-agent change at £250, totalling £430. Filing them together does not reduce this to one charge. Retain effective dates, individual changes and evidence of delay; this example assumes the stated classification and band. General guidance, page 3.
name: Guernsey September 2026 multiple late changes are separate breaches
inputs:
director_changes: 2
director_penalty: 90
resident_agent_changes: 1
resident_agent_penalty: 250
steps:
- total_penalty: director_changes * director_penalty + resident_agent_changes * resident_agent_penalty
expected:
total_penalty: 430
The Registry's 2026 onwards question list is conditional. Company category, GFSC status and earlier answers determine which sections apply. Do not populate every conditional field with “no” just because the topic does not appear on another company's form. Question list.
| Evidence to collect | Relevant questions |
|---|---|
| Company classification, purpose, economic activity, registered office and filed waiver records | 1–13a |
| Current directors, licensing/exemption evidence and resident-agent details | 14–23 |
| Trust or other legal-arrangement roles, governing law and beneficial-ownership information held | 24–27, for the specified company categories |
| Assets, real-property type/location and other high-value tangible assets | 28–35, subject to the form's conditions |
| Nature and location of commercial activities, including applicable named sectors | 36–38 |
| Overseas subsidiaries, their assets, activities and locations | 39–52, subject to the subsidiary branching questions |
| Banking jurisdictions, local professional relationships and where the company is directed and managed | 53–58a, for the specified company categories |
Questions 33 and 47 ask about other tangible assets over £5,000,000, excluding stocks and shares. The how-to guidance defines a high-value asset as a single tangible item or collection of items reasonably expected to have market value greater than that amount. Use supported market value, not an assumed historic purchase price, and do not ignore a collection because each component is below the threshold. Property has separate questions. 2026 question list, questions 29–35 and 43–49; how-to guidance, page 12.
An exactly £5,000,000 supported value does not exceed this stated threshold; £5,000,001 does. A relevant collection valued at £5.2 million cannot be excluded solely because no individual item is worth £5 million. These examples illustrate the reporting question, not a tax charge or an exemption from other asset questions.
The how-to guide requires an authorised filer, unless filing as a CSP or regulated presenter, and a payment method. Company details and director/resident-agent changes need separate filings before preparing the validation. The saved validation draft does not automatically update after those changes: redraft it. The form shows the previous 31 December position, so a genuine later change is not backdated merely to alter that snapshot. How-to guidance, pages 2–6 and 10.
The resident-agent association date can precede formal appointment; establish the actual association rather than blindly accepting the appointment date. After review and payment, retain the submission reference, payment reference, filed copy and transaction receipt from the portal. Account payment is limited to CSPs and regulated presenters in the guidance. How-to guidance, pages 6–9.
The how-to guide dated 4 December 2024 says on page 2 “unless they were incorporated in the previous year”, whereas the current annual-validation webpage specifies December of the previous year. Do not extend the exception to all newly incorporated companies based on the broader sentence. Section 234 now confirms the narrower pre-1-December incorporation test, so the broad historic sentence does not exempt every company incorporated in the prior year. Current law s234. How-to guidance; Registry annual-validation page.
The same how-to guide says annual-validation documents submitted from 2021 onwards are not available for purchase, while earlier public information remains available through a Statement of the Register. This does not establish that every register field is confidential. Avoid an unsupported promise of complete public disclosure or complete confidentiality. How-to guidance, page 12.
Check the six-year retention starting point, the financial-period length, the December-incorporation boundary, the advance waiver date and separate 30-day filing date. The ordinary statutory audit-waiver eligibility, voting, approval/signature and member-delivery controls are now supplied above. Specialised-company requirements, historic dormant/asset-holding definitions and the exact civil-penalty boundary-date regulations remain outside the reconciled scope.
General reference only. A qualified Guernsey professional must review the facts and current law before filing or relying on relief. This draft is not accountant-attested.
For an established category-6 company filing one annual validation and one waiver resolution, the current Registry charges are £260 and £15, total £275. A category-5 company on the stated alternative facts pays £525 plus £15, total £540. No late penalty or professional fee is assumed and this does not establish audit-waiver eligibility. Current fee schedule.
name: Guernsey validation and one resolution fees by established category
inputs:
category6_validation: 260
category5_validation: 525
one_resolution: 15
steps:
- category6_total: category6_validation + one_resolution
- category5_total: category5_validation + one_resolution
expected:
category6_total: 275
category5_total: 540
| Primary source | Read scope | Read on |
|---|---|---|
| Companies Law v.0108 | ss17, 179, 234, 238–245, 251, 255–256A; not the full law | 2026-10-27 |
| Consolidated Audit Exemption Regulations v.0001 | All eight pages, including incorporated 2014/2021 amendments and historical cross-reference caveats | 2026-10-27 |
| Audit Exemption Amendment 2021 | Full instrument, replaced thresholds/revocations | 2026-10-27 |
| Registry sources listed in frontmatter | Original guidance read and prior independent scoped reviews retained; current fee schedule rechecked | 2026-10-22; fees 2026-10-27 |
Not yet confirmed: precise civil-penalty band boundary rules, full current court challenge/suspension procedure, referenced historic dormant/asset-holding definitions and specialised-company requirements. No accountant attestation is claimed. The fresh independent whole-pack review and bounded contribution-assessment closure accept this explicitly partial draft; professional attestation remains pending.
Contributed by Michael Cutajar.
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