Guernsey: forming a local company limited by shares

Scope

This Guide covers the incorporation process for an ordinary local trading company limited by shares. The Registry's directors handbook addresses Guernsey residents setting up such businesses. Cell companies, regulated activities, overseas migrations, guarantees and complex ownership require additional analysis. The current Companies Law v.0108 was recovered on 27 October 2026; section 17’s application requirements now supplement the Registry guidance below. The consolidation is non-authoritative and authentic enactments control. Companies Law s17. Directors handbook, introduction.

Who applies and what must be in place

For the ordinary Registry route, the published guidance requires a corporate service provider (CSP) holding a full fiduciary licence from the Guernsey Financial Services Commission (GFSC) as applicant. Statutory section 17(9) also reserves a route for a person/body/officer or class prescribed by the Committee; this Guide has not verified a prescribed exception applicable to an ordinary founder. Companies Law s17(9). A founder's portal account does not replace that applicant requirement. The Registry requires at least one founder member, at least one director and a registered office in Guernsey. A resident agent must be a Guernsey-resident director or a CSP, unless an exemption applies. This Guide does not establish any resident-agent exemption. Incorporation guidance.

The incorporation page requires written GFSC permission for a cell company. An ordinary company's formation checklist must not be reused as a complete cell-company application. A company cannot be incorporated for an unlawful purpose. Incorporation guidance.

Application evidence

Prepare the following with the licensed applicant. The Registry describes these as required information and documents; the list does not replace the prescribed application or its current validation rules. Incorporation guidance.

Item	Evidence to assemble
Constitution	Memorandum of incorporation and chosen articles. If articles are not submitted, standard articles apply.
Founder	Name and address of the founder member.
First directors	Particulars, written consent to appointment and declaration of eligibility. Individual details include name, address, nationality, occupation and date of birth; different particulars apply to corporate directors.
Registered office	Proposed address in Guernsey.
Resident agent	Proposed first agent's required particulars and the basis on which the role is fulfilled.
Initial share capital	For each relevant share class: number taken on formation, aggregate value including applicable premium, and paid/unpaid amounts.
Compliance declaration	Applicant's signed declaration that incorporation requirements have been met.

A guarantee-member application additionally needs the initial guaranteed amount. Cell-company applications need the relevant consent; an incorporated-cell application also needs the incorporated cell company's special resolution. These are distinct application cases, not default requirements for the ordinary share company used in this Guide. Incorporation guidance.

Ownership and personal registration before incorporation

The directors handbook requires beneficial-ownership information to be filed before the incorporation application. Establish the ownership chain with the CSP before submission. This Guide does not supply a complete beneficial-owner identification test for trusts, indirect control or exemptions. Directors handbook, printed page 4.

For the natural-person director and beneficial owner addressed by the handbook, complete the Person Registration Form through the portal, personally or through the CSP. Keep the resulting lifetime registration number in the individual's records: it identifies that person and is not the company's incorporation number. The handbook also warns that some director information becomes publicly available; do not promise complete confidentiality. Directors handbook, printed pages 3–4.

Registry fees and an example

The published schedule effective 1 December 2025, checked on 22 October 2026, lists standard incorporation at £100, rapid incorporation at £500, and special incorporation at £1,000. Its corresponding service descriptions are 24 hours, two hours and 15 minutes, with restrictions on the special service. These are Registry service descriptions, not a promise of the elapsed time from first instructing a CSP to having an operational business. A company-name reservation costs £25 and lasts three months. Current fee schedule.

Example: one standard incorporation plus one separately requested name reservation gives Registry charges of £100 + £25 = £125. Without that reservation, the stated standard incorporation charge is £100. This is not a total setup quotation: obtain the CSP's separate charges and identify any other services needed. Do not add the rapid or special price to the standard price as though all three services were being purchased.

Confirm formation and hand over administration

The company is incorporated when registration of its memorandum takes effect. The Registrar allocates a company number and issues a certificate stating its registered name, number and registration date. Treat the submitted application as pending until the registration evidence is available. Retain the certificate and final constitution. Incorporation guidance.

For the local trading companies covered by its handbook, the Registry explains that a CSP is not necessary for continuing administration after incorporation. This does not remove the resident-agent or other company duties. Agree who maintains records, controls portal access, prepares accounts and completes annual validation; arrange those responsibilities before ending the provider's administration service. Directors handbook, printed page 3; company accounts and reporting Guide.

Use the separate corporate tax Guide and payroll Guide for their subjects. This formation checklist does not determine tax residence, a tax exemption, an employer's registration obligations or permission to conduct a regulated activity.

Review controls and remaining work

Before using the application, reconcile the constitution, founder, director, ownership and capital information; confirm the applicant's current licence; record the fee schedule checked; and retain the submission and registration evidence. These are preparation controls, not additional statutory certifications invented by this Guide.

Section 17 now confirms the memorandum, first-director consents/particulars, registered office, resident-agent information/beneficial-owner compliance statement, founder details, initial share capital or guarantee, required consents/resolutions and compliance declaration. Distinguish cash from non-cash consideration in the initial-capital statement. The application may propose an incorporation date no later than three months after application; French constitutional text requires an English translation. The Registrar rejects a non-compliant application. These controls supplement the original application checklist rather than replacing it. Companies Law s17(1)–(11).

Still to verify: full name restrictions, resident-agent exemptions, complex beneficial-owner tests, regulated-sector permissions and specialised company forms. The fresh independent whole-pack review and bounded contribution-assessment closure accept this explicitly partial draft; professional attestation remains pending. This Guide's presence does not establish comprehensive Guernsey coverage.

Two recomputing fee examples

The amounts are Registry fees effective 1 December 2025 and currently published on 27 October 2026. They exclude CSP/professional charges and assume one chosen service. Registry fee schedule.

name: Guernsey standard incorporation with optional name reservation
inputs:
  standard_incorporation: 100
  reservation: 25
steps:
  - with_reservation: standard_incorporation + reservation
  - without_reservation: standard_incorporation
expected:
  with_reservation: 125
  without_reservation: 100

For the same single reservation, the alternative rapid service total is £525 and special service total £1,025. These are alternatives to standard incorporation, not additions to it; the Registry’s special-service restrictions still apply.

name: Guernsey alternative incorporation service fees
inputs:
  rapid_service: 500
  special_service: 1000
  one_reservation: 25
steps:
  - rapid_total: rapid_service + one_reservation
  - special_total: special_service + one_reservation
expected:
  rapid_total: 525
  special_total: 1025

Sources

Source	Read scope	Read on
Companies Law v.0108	s17, application requirements and reserved applicant route	2026-10-27
Registry fee schedule	Current incorporation/reservation fees, effective 1 December 2025	2026-10-27
All original Registry sources in frontmatter	Original scope, ownership and handover guidance and prior review retained	2026-10-22

Not yet confirmed: full name restrictions, resident-agent exemptions, complex beneficial-owner tests, regulated permissions and specialised company forms. These are explicit exclusions from the ordinary application/fee method. The fresh independent whole-pack review and bounded contribution-assessment closure accept this explicitly partial draft; no professional attestation is claimed.

Contributed by Michael Cutajar.