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1.1.1. Main Forms of Doing Business

Guernsey provides several business forms for investors, of which the main forms include:

  • Company (Cell Company or Non-Cellular Company)
  • Limited Partnership
  • Foreign Business(Subsidiary or Branch)

Company

Companies can be formed either as Cell Companies or as Non-Cellular Companies. Companies are permitted to convert their status from cell companies to non-cellular companies and vice-versa.

Cell Companies

A cell company can be either formed as a protected cell company (‘PCC’), an incorporated cell company (‘ICC’) or incorporated cell (‘IC’). Cellular companies are incorporated to provide an additional level of creditor protection.

The key aspects of Protected Cell Company (PCC) include:

  • PCC is a company which creates different cells, where assets and liabilities of each cell are legally segregated from those of other cells
  • PCC is a single legal entity
  • Cells of PCC are not considered as a separate legal entity from its core PCC
  • Creditors of a cell cannot seek recourse from assets of another cell in case of insolvency of a cell
  • The assets and liabilities of the cells (cellular assets) are separate and are separately identifiable from the assets and liabilities of the core PCC
  • Minimum 1 shareholder and 1 director (individual or company) are required
  • Mandatory to suffix ‘protected cell company or PCC’ in the company name

The key aspects of Incorporated Cell Company (ICC) include:

  • Each cell of an ICC is considered as an individual incorporated company
  • Each cell can hold assets and incur liabilities in its own name
  • Shareholders of each cell company cannot act independently from the board of the ICC that created each cell
  • ICCs are often used by insurance and investment industries
  • Minimum 1 shareholder and 1 director (individual or company) are required
  • Mandatory to suffix ‘incorporated cell company or ICC’ in the company name

The Key aspects of Incorporated Cell (IC) include:

  • IC is a single legal person separate from other ICs and its ICC
  • It has common officers and same registered office as its ICC, and is effectively a ‘company within a company’
  • It is not a subsidiary of the ICC and may not be a member of its ICC
  • As a distinct legal entity, an ICC has no power by virtue of its position to transact on behalf of its ICs, nor can an IC transact on behalf of its ICC or any other incorporated cell within the ICC
  • An IC cannot be incorporated unless its ICC has passed a special resolution authorizing an application for the IC’s incorporation

Non-Cellular Companies:

Non-cellular companies can be formed as companies limited by shares, companies limited by guarantee or unlimited liability companies.

The key aspects of Company Limited by Shares include:

  • Shareholders’ liability is limited to their contribution to the company
  • There is no minimum capital requirement
  • Minimum 1 shareholder and 1 director are required
  • Shareholder and director can be an individual or a company

The key aspects of Company Limited by Guarantee include:

  • Shareholders’ liability for the company's debts is limited to the guarantee amount
  • Minimum 1 shareholder and 1 director (individual or company) are required
  • Often used for establishing charity organizations, sporting, and social clubs.

The key aspects of Unlimited Liability Company include:

  • Shareholders’ liability is unlimited in relation to the debts of the company while they are shareholders and within one year after they cease to be shareholders
  • Minimum 1 shareholder and 1 director (individual or company) are required
  • There is no minimum capital requirement

Limited Partnership

A limited partnership is a partnership between one or more general partners, who are solely responsible for managing the partnership, and one or more limited partners, who invest in the partnership, but do not take part in its management.

The key aspects of Limited Partnership:

  • No restriction on what type of business can be conducted through a limited partnership structure.
  • Limited partnerships are largely used for private equity funds and property holding vehicles
  • Limited partnerships can be used for asset protection arrangements

Joint Ventures

A joint venture involves co-operation on a project between two or more parties, where they may agree to share expenses and/or income from the project.

Foreign Business (Subsidiary, Branch)

Foreign companies can conduct their operations in Guernsey through the constitution of a Subsidiary or Branch office.

Further, there is no restriction on foreign holding in companies established in Guernsey except few business activities which requires consent from an appropriate authority such as banking, trustee, investment and insurance business. A foreign company intending to carry on business in Guernsey is not required to file any documentation with the Guernsey Registrar of Companies.