Formation de Sociétés à Guernesey

Company structure in Guernsey

Legal basis - Mixed (customary, French civil and common)

Legal framework - Companies Act (Jersey), 1991

Company form - Private company limited by shares (LTD)

Responsibility - The liability of shareholders is limited to the amount of shares they hold.

Economic substance –

Jersey Companies carrying out relevant activities must meet the substance requirements. Relevant activities are:

  • Banking
  • Insurance
  • Fund management
  • Financing and leasing
  • Headquarters (provision of senior management or provision of management advice)
  • Shipping company
  • Distribution and Service Center - purchase products (for resale) or provide services to non-resident affiliates
  • Intellectual property company
  • Pure equity holdings

To meet the substance requirements, the companies concerned will have to be controlled and managed from Jersey, carry out their main income-generating activities in Jersey, pass the suitability test: an adequate level of qualified employees, a level of adequate expenses and adequate physical presence (eg offices) depending on the activity concerned.

For high-risk IP firms, as in other jurisdictions, more comprehensive requirements will need to be met.

Companies subject to economic substance requirements will have to provide an annual report to the competent authorities to assess whether they have satisfied the applicable requirements.

Share capital - There is no minimum capital requirement for a Jersey limited liability company. There is no statutory requirement for the capital to be fully or partially paid upon incorporation. Shares can be issued at face value or at a premium but cannot be issued in both types of shares. The shares can be registered shares, ordinary shares, preferred shares, redeemable shares, non-redeemable shares and shares with or without voting rights. Bearer shares are not permitted.

Shareholders - Limited liability companies can be formed by one or more shareholders, up to 30, who can be natural or legal persons, residents or non-residents. Shareholder details are made public. Nominee shareholders are authorized.

Administrators - At least one administrator is required, which can be a natural person or a legal person, as long as the legal person is registered under the Financial Services Act 1998 (Jersey) and does not have itself- even corporate directors. The contact details of the directors are accessible to the public.

Secretary - The appointment of a secretary is required, who can be a legal or natural person.

Registered address - Private companies must have a registered office in Jersey.

General assembly - Annual general meetings are compulsory but can be held anywhere. The first annual general meeting must be held no later than 18 months after the incorporation of Jersey Limited. Thereafter, annual general meetings should be held at intervals not exceeding 22 months. However, if all shareholders so declare in a written document, the company can waive the obligation to hold an annual meeting.

Electronic signature - authorized.

Re-domiciliation - A foreign entity can be re-domiciled as a Jersey LTD, and vice versa.

Conformity - Limited liability companies must keep accounting records for 6 years, which can be kept in Jersey or outside. An annual report must be submitted before the end of February of each year and must provide details of its share capital. The income tax return must be filed within 7 months of the end of the tax year.

 

Key figures of companies in Guernsey

Official nameChannel Islands - Jersey and Guernsey
Proper nounBailiwick of Jersey (fr) - Bailiwick of Jersey (en); Bailiwick of Guernsey (fr) - Bailiwick of Guernsey (en)
ContinentEurope
SubcontinentEurope (outside the European Union)
Population167,563 inhabitants (2018)
Population growth0.86 % / year
Area194 km²
Density863.73 inhabitants / km²
GDP9.310 billion $USD (2017)
GDP / capita56,084 $USD (2017)
GDP growth1.05 % / year (2017)
Life expectancy82.60 years (2017)
Birth-rate‰ 9.11 (2017)
Fertility rate1.48 children / woman (2017)
Mortality rate7.67 ‰ (2017)
Child mortality rate3.04 ‰ (2016)
Literacy rate100,00 % (2018)
Official languagesEnglish French
ChangePound sterling (£ GBP); Jersey pound (£ JEP); Guernsey Pound (£ GGP)
HDI0,985 / 1 (2008)
IPEnc
Nature of StateBailiwick of Jersey and Guernsey, dependency of the British Crown
Head of stateQueen Elizabeth II (Duke of Normandy)
National HolidayMay 9 (liberation from German occupation)
Codes ISO,
NiceJersiaise, Jersiais, Guernesiaise, Guernesiais
Tourists617,400 people (2017)

Formation de Sociétés à Jersey

The Channel Islands are a collection of islands located in the English Channel to the west of the Cotentin peninsula, France. They are made up of two main islands, Jersey and Guernsey.
They depend directly on the British Crown, but are however not part of the United Kingdom: they are under the sovereignty of the Duke of Normandy, title held by the English monarchy since the conquest of England by William the Conqueror after the battle of 'Hastings in 1066. Their great autonomy guaranteed by this statute means that, unlike the United Kingdom, the Channel Islands are not part of the European Union, but are associated with it.

 

Formation de Sociétés à Guernesey

 

The Channel Islands are made up of two bailiwicks: Jersey and Guernsey. That of Guernsey includes in particular other inhabited dependencies, the islands of Alderney and Sark. They are autonomous and each have their own parliament, just like each bailiwick.

This territory is considered a tax haven. Many banks are based there, originating from several countries, making the financial sector one of the pillars of the economy along with tourism.

 

Corporate Taxation in Guernsey

Corporate tax rate (IS)

Global CIT rate (%)Company: 0;

Banking, custodial services, insurance, certain fund administration activities, regulated investment management services to retail clients, operation of an investment exchange, compliance and other related activities provided to regulated financial services firms and operation of an aircraft register: 10;

Income from property, import of oil and gas hydrocarbons, retail businesses with taxable profits in excess of GBP 500,000, income from the licensed activity of cultivating cannabis plants and income from the use of such cannabis plants cultivated or parts of such cultivated cannabis plants: 20.

Corporate tax (IS) due dates

CIT return deadlineNovember 30 following the year of load (calendar year).
CIT final payment due dateWithin 30 days of the final assessment issued by the income tax office.
Estimated due dates for CIT paymentsTwo installments due June 30 and December 31.

Personal income tax rate (PPI)

Global PIT rate (%)20

Personal income tax (PIT) due dates

PIT return due dateNovember 30
PIT final payment due datePayment is due within 30 days of the levy of an assessment by the income tax office after submission of the income tax return.
Estimated PIT Payment Due DatesTax is deducted from wages under the Employee Tax Remittance System (ETI).

Value added tax (VAT) rate

Standard VAT rate (%)N / A

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy)Resident company: 0/0 / NA;

Resident person: 0, 10 or 20/0 / NA;

Non-resident: 0/0 / NA

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%)N / A
Tax rate for individual capital gains (%)N / A

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%)N / A

Rate of inheritance and gift tax

Rate of inheritance tax (%)N / A
Gift tax rate (%)N / A

 

NA means Not Applicable (that is, the territory does not have the stated tax or requirement)

NP stands for Not Provided (i.e. information is not currently provided in this chart)