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03 September 2015
New amendments to the Companies (Guernsey) Law 2008 will enter into force on September 3 2015 following approval by the States of Guernsey on July 29 2015. Transitional regulations will assist this change process.
These welcome changes based on industry experience of operating under the Companies Law are intended to provide clarification and increase operational efficiency and flexibility, all of which will help to keep Guernsey well placed as a jurisdiction of choice.
Further, regulations which were introduced to transition companies incorporated before the Companies Law entered into force will continue to apply until December 31 2016. This will give companies ample time to implement any changes necessary to fully comply with the law (eg, amending their memorandum and articles of incorporation).
The law came into force on July 1 2008. It was a major revision and upgrade of local companies legislation and focused on maintaining Guernsey's position as an internationally competitive business jurisdiction.
In November 2012 the Commerce and Employment Department reported on its post-implementation review of the Companies Law (2012 Report). The 2012 report recommended a number of amendments to the law, with a view to ensuring that it is as effective and practical as possible, as well as a general tidy-up of the drafting where required. These recommendations, which had been made following consultation with industry, were agreed by the states.
Certain recommendations of the 2012 report have already been put into effect by the Companies (Guernsey) Law 2008 (Amendment) Ordinance 2013, which amended annual validation requirements and introduced indefinite audit exemptions; and by the Companies (Guernsey) Law 2008 (Amendment) Ordinance 2014, which widened the circumstances under which a company can be restored to the Register of Guernsey Companies.
The Companies (Guernsey) Law 2008 (Amendment) Ordinance 2015, which was approved by the States on July 29 2015, will bring further recommendations into effect.(1) The ordinance will come into effect on September 3 2015.
The key changes introduced by the ordinance are as follows:
Additional transitional regulations will be promulgated alongside the ordinance to manage the change process.
Other existing transitional provisions which remain in force have now been extended by a further year until December 31 2016. This will be welcome news for companies incorporated before the law enters into force which are waiting for these proposals to be brought into force before reviewing their memoranda and articles for compliance with the law.
(1) The full text of the ordinance is available at www.guernseylegalresources.gg/CHttpHandler.ashx?id=96973&p=0.
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