Company Law Comparison

Introduction

Guernsey is a popular jurisdiction in which to incorporate companies for use on a wide range of transactions, including investment funds, private equity, structured finance and securitisations.

Guernsey companies are capable of being listed on both the Main Market and AIM of the London Stock Exchange as well as, among others, the New York Stock Exchange, Euronext, the Channel Islands Securities Exchange and the Hong Kong Stock Exchange.

Along with providing an at-a-glance comparison of company law in Guernsey, Jersey, the British Virgin Islands and the Cayman Islands, this guide sets out the types of company available under Guernsey law, and the basic principles of Guernsey law in respect of companies.

The Companies (Guernsey) Law, 2008 came into force on 1 July 2008.

 

This brochure was created in conjunction with Carey Olsen.

All information correct as at September 2016. This guide is intended to provide broad comparative information on the laws applicable in the jurisdictions. It does not purport to provide a full synopsis of the areas covered nor is it intended as legal advice and it should not therefore be relied upon as such. We recommend that you seek the appropriate advice pertaining to your particular circumstances.

Basics

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Companies legislation

The Companies (Guernsey) Law, 2008, (CGL).

Companies legislation

The Companies (Jersey) Law 1991, (CJL).

Companies legislation

The BVI Business Companies Act 2004, (BCA).

Companies legislation

The Companies Law (2013 Revision), (CCL).

Types of company available

A Guernsey company (Gco) can be:

  • limited by shares (having a par value or no par value);
  • a guarantee company;
  • an unlimited company;
  • a mixed liability company; or
  • a cell company (See section H).

Types of company available

A Jersey company (Jco) can be:

  • limited by shares (having a par value or no par value);
  • a guarantee company;
  • an unlimited company;
  • a limited life company (limited by time or the occurrence of specified events; or
  • a cell company (See section H).

Types of company available

A British Virgin Islands company (BVIco) can be:

  • limited by shares (having a par value or no par value);
  • a guarantee company;
  • an unlimited company;
  • a restricted purpose company; or
  • a segregated portfolio company (See section H).

Types of company available

A Cayman Islands (Cayco) can be:

  • limited by shares (having a par value or no par value);
  • a guarantee company;
  • an unlimited company;
  • segregated portfolio company (See section H); or
  • a limited duration company (30 years or less).

Public / private companies

The CGL does not distinguish between public and private companies.

Public / private companies

A Jco can be either a private company or a public company.

Public / private companies

The BCA does not distinguish between private and public companies.

Public / private companies

The CCL does not distinguish between private and public companies.

Share buybacks / redemptions

Permitted if permitted by the Articles. Buybacks need to be approved by the Gco’s shareholders. Buybacks and redemptions must satisfy the solvency test immediately after the redemption or buyback.

Share buybacks / redemptions

Permitted and, for redemptions, if permitted by the Articles. Buybacks and redemptions require a cash flow solvency statement from the directors which provides that immediately following the buyback/redemption, Jco will be able to discharge its liabilities as they fall due and that Jco will be able to discharge its liabilities as they fall due until the expiry of 12 months immediately following the date on which the buyback/redemption is proposed to be made. For open ended investment companies this requires a solvency statement from the directors which provides that immediately after the buyback/redemption, Jco will be able to discharge its liabilities as they fall due.

Share buybacks / redemptions

Permitted if permitted by the Memorandum and Articles. Buybacks or redemptions may be made: (i) in accordance with the provisions/procedures set out in the Memorandum and Articles with the consent of the affected shareholders; (ii) by an offer to all shareholders which would leave relative voting and distribution rights unaffected or which affords each shareholder a reasonable opportunity to accept the offer; or (iii) by an offer to one or more shareholders to which all shareholders have consented in writing or is permitted by the Memorandum and Articles and for which director resolutions have been passed confirming that the buyback or redemption is for the benefit of the remaining shareholders and the terms of the offer (including the consideration) are fair and reasonable to the BVIco and the remaining shareholders. Buybacks and redemptions must satisfy the solvency test immediately after the buyback or redemption.

Share buybacks / redemptions

Permitted if permitted by the Articles. Redemptions and repurchases are subject to satisfying the solvency test.

Reduction of capital

Share capital may be reduced subject to the solvency test. Permitted without any requirement to obtain court approval.

Reduction of capital

Share capital may be reduced if approved by special resolution and subject to the solvency test. Permitted without any requirement to obtain court approval.

Reduction of capital

There is no concept of share capital in the BVI.

Reduction of capital

Share capital may be reduced, in respect of issued and unissued shares, if permitted by the memorandum and articles and approved by special resolution and, in respect of issued shares, with additional court approval.

Distributions

It is possible to distribute from any account or source and dividends need not be paid from distributable profits or revenues, provided the directors determine that post distribution:

  • i. Gco will be able to pay its debts as they fall due; and
  • ii. assets of the Gco will exceed its liabilities.

Distributions

It is possible to distribute from any account or source other than the nominal capital account (for a par value company) or capital redemption reserve. Any distribution requires a cash flow solvency statement from the directors which provides that immediately following the distribution, Jco will be able to discharge its liabilities as they fall due and that Jco will be able to discharge its liabilities as they fall due until the expiry of 12 months immediately following the date on which the distribution is proposed to be made. For open ended investment companies this requires a solvency statement from the directors which provides that immediately after the distribution, Jco will be able to discharge its liabilities as they fall due.

Distributions

There is no concept of share capital in the BVI, however distributions may not be declared or paid unless the directors determine that immediately after the distribution:

  • i. the BVIco will be able to pay its debts as they fall due; and
  • ii. assets of the BVIco will exceed liabilities.

Distributions

Reference is made to the appropriate reserve or capital account.

The share premium account is generally distributable and the share capital account (and capital redemption reserve) can be utilised for redemptions/ repurchases (but not for dividends), provided that immediately following the distribution, the Cayco will be able to pay its debts as they fall due.

Migrations

It is possible to migrate Gcos to other jurisdictions and vice versa.

Migrations

It is possible to migrate Jcos to other jurisdictions and vice versa.

Migrations

It is possible to migrate BVIcos to other jurisdictions and vice versa.

Migrations

It is possible to migrate Caycos to other jurisdictions and vice versa.

Mergers

Permitted (including cell companies).

Mergers

Permitted (other than cell companies or cells).

Mergers

Permitted.

Mergers

Permitted (other than cell companies or cells).

Capital requirement

None.

Capital requirement

None.

Capital requirement

None.

Capital requirement

None.

Currency of shares

Any currency.

Currency of shares

Any currency.

Currency of shares

Any currency.

Currency of shares

Any currency.

Schemes of arrangement

Permitted between Gco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of those voting in respect of each relevant class of creditors and/or shareholders, and sanctioned by the court.

Schemes of arrangement

Permitted between Jco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of the creditors(or class of creditors) or a majority in number and 75% of the voting rights of the shareholders (or class of shareholders) and sanctioned by the court.

Schemes of arrangement

Permitted between BVIco and its creditors or members (or any class of either of them). Must be approved by a majority in number and 75% in value of the creditors (or class of creditors) or members (or class or members) sanctioned by the court and registered with the BVI registry. Plans of arrangement (equivalent to those under US corporate law. e.g. Delaware) are also permitted which must be approved by the directors and the court (who will determine what, if any, notice, approval or dissent rights will apply) and registered with the BVI registry.

Schemes of arrangement

Permitted between Cayco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of those voting in respect of each relevant class of creditors and/or shareholders, and sanctioned by the court.

Financial assistance

Permitted.

Financial assistance

Permitted.

Financial assistance

Permitted.

Financial assistance

Permitted.

Formation

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Timing

24 hours for a 'standard' incorporation; two hours for a 'rapid' incorporation and 15 minutes for a 'special' incorporation.

A GCO is incorporated on the date of issue of the certificate of incorporation.

Timing

Same day for a ‘fast track’ incorporation or otherwise next day, provided the name has been approved.

A JCO is incorporated on the date of issue of the certificate of incorporation.

Timing

Same day with the certificate of incorporation and return of the stamped Memorandum and Articles issued within 3-5 days.

There is no 'fast track' procedure for the return of incorporation documents.

Timing

The incorporation date is the date of filing.

The certificate of incorporation and the Memorandum and Articles are returned within 48 hours or within one day (express).

Fee

£100 for 'standard' process, £350 for 'rapid' process or £750 for 'special' process regardless of proposed share capital.

Fee

Incorporation fee is £200 and an additional £200 for 'fast track' incorporation regardless of proposed share capital.

Fee

US$350 for companies authorised to issue up to a maximum of 50,000 shares and US$1,100 for companies authorised to issue more than 50,000 shares.

Fee

Based on authorised share capital, approximately as follows:

Up to US$50k = $734
US$50k+ to $1m = $1,100
US$1m+ to $2m = $2,300
Over US$2m = $3,012

US$488 for express service.

Anti-money laundering (AML)/ Know your client (KYC)

In line with UK standards. Compliance primarily falls on regulated Guernsey service providers.

KYC documents are required for beneficial owners holding 25% or more. Rules adjusted for listed companies.

Anti-money laundering (AML)/ Know your client (KYC)

In line with UK standards. Compliance primarily falls on regulated Jersey service providers.

KYC checks are performed on beneficial owners of more than 25%. Rules are adjusted for listed companies.

Anti-money laundering (AML)/ Know your client (KYC)

Compliance primarily falls on regulated BVI service providers.

KYC checks are performed on beneficial owners of more than 10%. Rules are adjusted for listed, large public and certain regulated companies.

Anti-money laundering (AML)/ Know your client (KYC)

Corporate service providers are required to perform KYC on the person(s) seeking to incorporate and control the Cayco. Abridged due diligence may be possible if the Cayco is controlled by a person regulated in a jurisdiction included in the anti-money laundering regulations as having equivalent AML controls.

Directors

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Minimum number

One director.

Minimum number

A public Jco: two directors. A private Jco: one director.

Minimum number

One director.

Minimum number

No minimum.

Individual / corporate directors

May be a natural person or (subject to conditions) a body corporate.

Individual / corporate directors

May be a natural person or (subject to conditions) a body corporate.

Individual / corporate directors

May be a natural person or (except regulated entity) a corporate.

Individual / corporate directors

May be a natural person or a corporate entity.

Residence

A director need not be resident in Guernsey. The regulator may in some cases require Guernsey resident directors as a condition of giving regulatory consent.

Residence

A director need not be resident in Jersey. For regulated Jcos, there is a requirement for two directors to be Jersey resident.

Residence

A director need not be resident in the BVI however BVIcos are required to appoint a registered agent resident in the BVI and approved by the regulator.

Residence

No residency requirement for directors.

Director duties

Directors are subject to customary, common law and statutory duties to:

  • act honestly and in good faith in the best interests of the Gco;
  • exercise powers for a proper purpose;
  • not fetter discretion;
  • avoid conflicts of duty; and
  • exercise care, diligence and skill of a reasonably diligent person.

Director duties

Jersey provides statutory and common law duty to:

  • act honestly in good faith with a view to the best interests of the company; and
  • exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Director duties

There is statutory footing to the equitable and common law duties owed by a director.

  • A director must act honestly and in good faith and what he believes to be in the best interests of the BVIco.
  • A director must exercise power for a proper purpose.
  • Common law duty of care and skill.

Director duties

In addition to certain statutory obligations, directors are subject to equitable and common law duties, including to:

  • act honestly and in good faith in the best interests of the Cayco;
  • exercise powers for a proper purpose;
  • not fetter discretion;
  • avoid conflicts of duty; and
  • exercise care, diligence and skill of a reasonably diligent person.

Members

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Minimum number

One member.

Minimum number

A public Jco must have two members unless it is a wholly-owned subsidiary. A private Jco may have one member.

Minimum number

One member from the date of appointment of the first directors.

Minimum number

At least one member.

A limited duration Cayco must have 2 members.

Public information

Publicly available information is memorandum and articles, registered office, directors, resident agent (if any) and principal activities.

Public information

Publicly available information is memorandum and articles, special resolutions, legal owners and, for public companies, directors, audited accounts and prospectus.

Public information

Publicly available information is memorandum and articles as well as any register of charges, register of members or register of directors if the BVIco has elected to file these as there is no obligation to do so.

Public information

Publicly available information is name, date of incorporation, registered number, registered office, status (i.e. active) and type of company.

Bearer shares

Not permitted.

Bearer shares

Not permitted.

Bearer shares

Permissible, but must be placed with an approved or authorised custodian and therefore immobilised.

Bearer shares

Not permitted.

Treasury shares

Can be held.

Treasury shares

Can be held.

Treasury shares

Can be held.

Treasury shares

Can be held.

Limited liability

Yes. Similar to the UK.

Limited liability

Yes. Similar to the UK.

Limited liability

Yes. Similar to the UK.

Limited liability

Yes. Similar to the UK.

Resolutions

A special resolution is required to amend the Articles, commence a summary winding up and for certain other purposes. Requires a three-quarters’ majority. Can also be passed by a written resolution signed by at least 75% of the total voting rights.

Resolutions

A special resolution is required to amend the Articles, commence a summary winding up and for certain other purposes. Requires a two-thirds’ majority, or such higher majority required by the Articles. Can also be passed by written resolution capable of being passed by majority stipulated in Articles.

Resolutions

BVI law does not define ‘special resolution’. The BVIco’s Articles may make provisions for varying levels of the percentage of votes required to pass a resolution.

Resolutions

A special resolution is required to amend the Articles, commence a voluntary liquidation and for certain other purposes. Requires a two-thirds’ majority, or such higher majority required by the Articles. Can also be passed by unanimous written resolution.

Company administration

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Registered office in jurisdiction

Yes. Certain statutory books and records must be held.

Registered office in jurisdiction

Yes. Certain statutory books and records must be held.

Registered office in jurisdiction

Yes. Certain statutory books and records must be held.

Registered office in jurisdiction

Yes. Certain statutory books and records must be held.

Company secretary

Not required.

Company secretary

Required. Can be a body corporate.

Company secretary

Not required.

Company secretary

Not required.

Ongoing requirements

Must file an annual validation and pay £250 for non-regulated companies, £500 for financial product companies, £750 for cell companies plus £100 for each incorporated cell or £10 for each protected cell and £1,000 for regulated companies.

All Gcos must hold an AGM, unless the shareholders otherwise resolve (90% majority).

Ongoing requirements

All Jcos must file an annual return each year and pay an annual filing fee of £150.

Jcos are not required to hold AGMs unless Articles specify otherwise.

A public Jco must prepare and file annual audited accounts.

Ongoing requirements

AGM is not required by law.

Annual fee of US$350 for BVIcos authorised to issue up to a maximum of 50,000 shares and US$1,100 for BVIcos authorised to issue more than 50,000 shares.

Ongoing requirements

Must pay an annual fee and file an annual return.

The annual fee is determined by authorised share capital and is approximately as follows:

  • Up to US$50k = $854
  • US$50k to $1m = $1,220
  • US$1m to $2m = $2,420
  • Over US$2m = $3,132

Accounting requirements

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Accounts

Accounting records must be kept for six years.

Accounts

Books of account must be kept for 10 years.

Accounts

Required to maintain records and underlying documentation for at least five years, which are sufficient to show and explain the BVIco’s transactions and which will, at any time, enable the financial position of the BVIco to be determined with reasonable accuracy.

Accounts

Books of account must be retained for five years.

Auditors / filing accounts

Unless exempt (generally small, dormant or asset–holding companies), must appoint auditors. No requirement to file accounts.

Auditors / filing accounts

A private Jco is not required to audit or file its accounts but a public Jco must appoint auditors and file audited accounts.

Auditors / filing accounts

No requirement to appoint auditors or to file accounts.

Auditors / filing accounts

Unless regulated, no requirement to appoint auditors or file accounts.

Typical regulatory consents

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Issue of shares / securities

No consent is required.

Issue of shares / securities

A Jco will be issued with a COBO consent as part of the incorporation process to issue shares.

Issue of shares / securities

No consent is required unless regulated.

Issue of shares / securities

No consent is required unless regulated.

Circulation of prospectus

A prospectus for registered open-ended collective investment schemes, registered closed-ended collective investment schemes or offers to the public (more than 50) of any general securities and derivatives must comply with Guernsey’s Prospectus Rules.

The rules do not apply to an offers to the public of general securities and derivatives listed on an exchange, in respect of a company domiciled in a IOSCO member country.

Circulation of prospectus

The Jersey Registrar's consent is required to circulate a prospectus to more than 50 people.

Regulatory consent is required to circulate a prospectus for a regulated fund in Jersey.

Circulation of prospectus

A prospectus must be filed with the regulator in respect of any offers to the public in the BVI.

Circulation of prospectus

Regulated mutual funds must file their offering document with the Cayman regulator.

A Cayco is not permitted to offer its securities to the public in the Cayman Islands unless it is listed on the Cayman Stock Exchange.

Cell companies

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Types

Protected cell company cells do not have separate legal personality. Incorporated cell company cells are separate companies with their own legal identity.

Both provide for segregated assets and credit ring-fencing.

Types

Protected cell company cells do not have separate legal personality. Incorporated cell company cells are separate companies with their own legal identity.

Both provide for segregated assets and credit ring-fencing.

Types

Segregated portfolio companies.

Prior approval is required.

Types

Segregated portfolio companies.

Transfer of shares

Guernsey

GMT

Jersey

GMT

British Virgin Islands

GMT -4

Cayman Islands

GMT -5

Process

In accordance with Memorandum or Articles.

Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

Process

An instrument of transfer is required.

Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

Process

An instrument of transfer is required. If shares are listed on a recognised exchange they may trade and settle freely in accordance with the rules and procedures of the recognised exchange.

Process

Shares are transferred in accordance with the requirements of the Articles. If shares are listed on an approved stock exchange, the shares can be evidenced and transferred in accordance with the laws, rules and regulations that apply to that stock exchange.

Pre-emption rights

There are no statutory pre-emption rights.

Pre-emption rights

There are no statutory pre-emption rights.

Pre-emption rights

Apply only when stated in the Memorandum or Articles.

Pre-emption rights

There are no statutory pre-emption rights.

UK Takeover Code

Does apply.

UK Takeover Code

Does apply.

UK Takeover Code

Does not apply.

UK Takeover Code

Does not apply.

Introduction

Guernsey is a popular jurisdiction in which to incorporate companies for use on a wide range of transactions, including investment funds, private equity, structured finance and securitisations.

Guernsey companies are capable of being listed on both the Main Market and AIM of the London Stock Exchange as well as, among others, the New York Stock Exchange, Euronext, the Channel Islands Securities Exchange and the Hong Kong Stock Exchange.

Along with providing an at-a-glance comparison of company law in Guernsey, Jersey, the British Virgin Islands and the Cayman Islands, this guide sets out the types of company available under Guernsey law, and the basic principles of Guernsey law in respect of companies.

The Companies (Guernsey) Law, 2008 came into force on 1 July 2008.

 

This brochure was created in conjunction with Carey Olsen.

All information correct as at September 2016. This guide is intended to provide broad comparative information on the laws applicable in the jurisdictions. It does not purport to provide a full synopsis of the areas covered nor is it intended as legal advice and it should not therefore be relied upon as such. We recommend that you seek the appropriate advice pertaining to your particular circumstances.

  • Guernsey

    GMT

    Companies legislation

    The Companies (Guernsey) Law, 2008, (CGL).

    Types of company available

    A Guernsey company (Gco) can be:

    • limited by shares (having a par value or no par value);
    • a guarantee company;
    • an unlimited company;
    • a mixed liability company; or
    • a cell company (See section H).

    Public / private companies

    The CGL does not distinguish between public and private companies.

    Share buybacks / redemptions

    Permitted if permitted by the Articles. Buybacks need to be approved by the Gco’s shareholders. Buybacks and redemptions must satisfy the solvency test immediately after the redemption or buyback.

    Reduction of capital

    Share capital may be reduced subject to the solvency test. Permitted without any requirement to obtain court approval.

    Distributions

    It is possible to distribute from any account or source and dividends need not be paid from distributable profits or revenues, provided the directors determine that post distribution:

    • i. Gco will be able to pay its debts as they fall due; and
    • ii. assets of the Gco will exceed its liabilities.

    Migrations

    It is possible to migrate Gcos to other jurisdictions and vice versa.

    Mergers

    Permitted (including cell companies).

    Capital requirement

    None.

    Currency of shares

    Any currency.

    Schemes of arrangement

    Permitted between Gco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of those voting in respect of each relevant class of creditors and/or shareholders, and sanctioned by the court.

    Financial assistance

    Permitted.

  • Jersey

    GMT

    Companies legislation

    The Companies (Jersey) Law 1991, (CJL).

    Types of company available

    A Jersey company (Jco) can be:

    • limited by shares (having a par value or no par value);
    • a guarantee company;
    • an unlimited company;
    • a limited life company (limited by time or the occurrence of specified events; or
    • a cell company (See section H).

    Public / private companies

    A Jco can be either a private company or a public company.

    Share buybacks / redemptions

    Permitted and, for redemptions, if permitted by the Articles. Buybacks and redemptions require a cash flow solvency statement from the directors which provides that immediately following the buyback/redemption, Jco will be able to discharge its liabilities as they fall due and that Jco will be able to discharge its liabilities as they fall due until the expiry of 12 months immediately following the date on which the buyback/redemption is proposed to be made. For open ended investment companies this requires a solvency statement from the directors which provides that immediately after the buyback/redemption, Jco will be able to discharge its liabilities as they fall due.

    Reduction of capital

    Share capital may be reduced if approved by special resolution and subject to the solvency test. Permitted without any requirement to obtain court approval.

    Distributions

    It is possible to distribute from any account or source other than the nominal capital account (for a par value company) or capital redemption reserve. Any distribution requires a cash flow solvency statement from the directors which provides that immediately following the distribution, Jco will be able to discharge its liabilities as they fall due and that Jco will be able to discharge its liabilities as they fall due until the expiry of 12 months immediately following the date on which the distribution is proposed to be made. For open ended investment companies this requires a solvency statement from the directors which provides that immediately after the distribution, Jco will be able to discharge its liabilities as they fall due.

    Migrations

    It is possible to migrate Jcos to other jurisdictions and vice versa.

    Mergers

    Permitted (other than cell companies or cells).

    Capital requirement

    None.

    Currency of shares

    Any currency.

    Schemes of arrangement

    Permitted between Jco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of the creditors(or class of creditors) or a majority in number and 75% of the voting rights of the shareholders (or class of shareholders) and sanctioned by the court.

    Financial assistance

    Permitted.

  • British Virgin Islands

    GMT -4

    Companies legislation

    The BVI Business Companies Act 2004, (BCA).

    Types of company available

    A British Virgin Islands company (BVIco) can be:

    • limited by shares (having a par value or no par value);
    • a guarantee company;
    • an unlimited company;
    • a restricted purpose company; or
    • a segregated portfolio company (See section H).

    Public / private companies

    The BCA does not distinguish between private and public companies.

    Share buybacks / redemptions

    Permitted if permitted by the Memorandum and Articles. Buybacks or redemptions may be made: (i) in accordance with the provisions/procedures set out in the Memorandum and Articles with the consent of the affected shareholders; (ii) by an offer to all shareholders which would leave relative voting and distribution rights unaffected or which affords each shareholder a reasonable opportunity to accept the offer; or (iii) by an offer to one or more shareholders to which all shareholders have consented in writing or is permitted by the Memorandum and Articles and for which director resolutions have been passed confirming that the buyback or redemption is for the benefit of the remaining shareholders and the terms of the offer (including the consideration) are fair and reasonable to the BVIco and the remaining shareholders. Buybacks and redemptions must satisfy the solvency test immediately after the buyback or redemption.

    Reduction of capital

    There is no concept of share capital in the BVI.

    Distributions

    There is no concept of share capital in the BVI, however distributions may not be declared or paid unless the directors determine that immediately after the distribution:

    • i. the BVIco will be able to pay its debts as they fall due; and
    • ii. assets of the BVIco will exceed liabilities.

    Migrations

    It is possible to migrate BVIcos to other jurisdictions and vice versa.

    Mergers

    Permitted.

    Capital requirement

    None.

    Currency of shares

    Any currency.

    Schemes of arrangement

    Permitted between BVIco and its creditors or members (or any class of either of them). Must be approved by a majority in number and 75% in value of the creditors (or class of creditors) or members (or class or members) sanctioned by the court and registered with the BVI registry. Plans of arrangement (equivalent to those under US corporate law. e.g. Delaware) are also permitted which must be approved by the directors and the court (who will determine what, if any, notice, approval or dissent rights will apply) and registered with the BVI registry.

    Financial assistance

    Permitted.

  • Cayman Islands

    GMT -5

    Companies legislation

    The Companies Law (2013 Revision), (CCL).

    Types of company available

    A Cayman Islands (Cayco) can be:

    • limited by shares (having a par value or no par value);
    • a guarantee company;
    • an unlimited company;
    • segregated portfolio company (See section H); or
    • a limited duration company (30 years or less).

    Public / private companies

    The CCL does not distinguish between private and public companies.

    Share buybacks / redemptions

    Permitted if permitted by the Articles. Redemptions and repurchases are subject to satisfying the solvency test.

    Reduction of capital

    Share capital may be reduced, in respect of issued and unissued shares, if permitted by the memorandum and articles and approved by special resolution and, in respect of issued shares, with additional court approval.

    Distributions

    Reference is made to the appropriate reserve or capital account.

    The share premium account is generally distributable and the share capital account (and capital redemption reserve) can be utilised for redemptions/ repurchases (but not for dividends), provided that immediately following the distribution, the Cayco will be able to pay its debts as they fall due.

    Migrations

    It is possible to migrate Caycos to other jurisdictions and vice versa.

    Mergers

    Permitted (other than cell companies or cells).

    Capital requirement

    None.

    Currency of shares

    Any currency.

    Schemes of arrangement

    Permitted between Cayco and its creditors or shareholders (or a class of either of them). Must be approved by a majority in number and 75% in value of those voting in respect of each relevant class of creditors and/or shareholders, and sanctioned by the court.

    Financial assistance

    Permitted.

  • Guernsey

    GMT

    Timing

    24 hours for a 'standard' incorporation; two hours for a 'rapid' incorporation and 15 minutes for a 'special' incorporation.

    A GCO is incorporated on the date of issue of the certificate of incorporation.

    Fee

    £100 for 'standard' process, £350 for 'rapid' process or £750 for 'special' process regardless of proposed share capital.

    Anti-money laundering (AML)/ Know your client (KYC)

    In line with UK standards. Compliance primarily falls on regulated Guernsey service providers.

    KYC documents are required for beneficial owners holding 25% or more. Rules adjusted for listed companies.

  • Jersey

    GMT

    Timing

    Same day for a ‘fast track’ incorporation or otherwise next day, provided the name has been approved.

    A JCO is incorporated on the date of issue of the certificate of incorporation.

    Fee

    Incorporation fee is £200 and an additional £200 for 'fast track' incorporation regardless of proposed share capital.

    Anti-money laundering (AML)/ Know your client (KYC)

    In line with UK standards. Compliance primarily falls on regulated Jersey service providers.

    KYC checks are performed on beneficial owners of more than 25%. Rules are adjusted for listed companies.

  • British Virgin Islands

    GMT -4

    Timing

    Same day with the certificate of incorporation and return of the stamped Memorandum and Articles issued within 3-5 days.

    There is no 'fast track' procedure for the return of incorporation documents.

    Fee

    US$350 for companies authorised to issue up to a maximum of 50,000 shares and US$1,100 for companies authorised to issue more than 50,000 shares.

    Anti-money laundering (AML)/ Know your client (KYC)

    Compliance primarily falls on regulated BVI service providers.

    KYC checks are performed on beneficial owners of more than 10%. Rules are adjusted for listed, large public and certain regulated companies.

  • Cayman Islands

    GMT -5

    Timing

    The incorporation date is the date of filing.

    The certificate of incorporation and the Memorandum and Articles are returned within 48 hours or within one day (express).

    Fee

    Based on authorised share capital, approximately as follows:

    Up to US$50k = $734
    US$50k+ to $1m = $1,100
    US$1m+ to $2m = $2,300
    Over US$2m = $3,012

    US$488 for express service.

    Anti-money laundering (AML)/ Know your client (KYC)

    Corporate service providers are required to perform KYC on the person(s) seeking to incorporate and control the Cayco. Abridged due diligence may be possible if the Cayco is controlled by a person regulated in a jurisdiction included in the anti-money laundering regulations as having equivalent AML controls.

  • Guernsey

    GMT

    Minimum number

    One director.

    Individual / corporate directors

    May be a natural person or (subject to conditions) a body corporate.

    Residence

    A director need not be resident in Guernsey. The regulator may in some cases require Guernsey resident directors as a condition of giving regulatory consent.

    Director duties

    Directors are subject to customary, common law and statutory duties to:

    • act honestly and in good faith in the best interests of the Gco;
    • exercise powers for a proper purpose;
    • not fetter discretion;
    • avoid conflicts of duty; and
    • exercise care, diligence and skill of a reasonably diligent person.
  • Jersey

    GMT

    Minimum number

    A public Jco: two directors. A private Jco: one director.

    Individual / corporate directors

    May be a natural person or (subject to conditions) a body corporate.

    Residence

    A director need not be resident in Jersey. For regulated Jcos, there is a requirement for two directors to be Jersey resident.

    Director duties

    Jersey provides statutory and common law duty to:

    • act honestly in good faith with a view to the best interests of the company; and
    • exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
  • British Virgin Islands

    GMT -4

    Minimum number

    One director.

    Individual / corporate directors

    May be a natural person or (except regulated entity) a corporate.

    Residence

    A director need not be resident in the BVI however BVIcos are required to appoint a registered agent resident in the BVI and approved by the regulator.

    Director duties

    There is statutory footing to the equitable and common law duties owed by a director.

    • A director must act honestly and in good faith and what he believes to be in the best interests of the BVIco.
    • A director must exercise power for a proper purpose.
    • Common law duty of care and skill.
  • Cayman Islands

    GMT -5

    Minimum number

    No minimum.

    Individual / corporate directors

    May be a natural person or a corporate entity.

    Residence

    No residency requirement for directors.

    Director duties

    In addition to certain statutory obligations, directors are subject to equitable and common law duties, including to:

    • act honestly and in good faith in the best interests of the Cayco;
    • exercise powers for a proper purpose;
    • not fetter discretion;
    • avoid conflicts of duty; and
    • exercise care, diligence and skill of a reasonably diligent person.
  • Guernsey

    GMT

    Minimum number

    One member.

    Public information

    Publicly available information is memorandum and articles, registered office, directors, resident agent (if any) and principal activities.

    Bearer shares

    Not permitted.

    Treasury shares

    Can be held.

    Limited liability

    Yes. Similar to the UK.

    Resolutions

    A special resolution is required to amend the Articles, commence a summary winding up and for certain other purposes. Requires a three-quarters’ majority. Can also be passed by a written resolution signed by at least 75% of the total voting rights.

  • Jersey

    GMT

    Minimum number

    A public Jco must have two members unless it is a wholly-owned subsidiary. A private Jco may have one member.

    Public information

    Publicly available information is memorandum and articles, special resolutions, legal owners and, for public companies, directors, audited accounts and prospectus.

    Bearer shares

    Not permitted.

    Treasury shares

    Can be held.

    Limited liability

    Yes. Similar to the UK.

    Resolutions

    A special resolution is required to amend the Articles, commence a summary winding up and for certain other purposes. Requires a two-thirds’ majority, or such higher majority required by the Articles. Can also be passed by written resolution capable of being passed by majority stipulated in Articles.

  • British Virgin Islands

    GMT -4

    Minimum number

    One member from the date of appointment of the first directors.

    Public information

    Publicly available information is memorandum and articles as well as any register of charges, register of members or register of directors if the BVIco has elected to file these as there is no obligation to do so.

    Bearer shares

    Permissible, but must be placed with an approved or authorised custodian and therefore immobilised.

    Treasury shares

    Can be held.

    Limited liability

    Yes. Similar to the UK.

    Resolutions

    BVI law does not define ‘special resolution’. The BVIco’s Articles may make provisions for varying levels of the percentage of votes required to pass a resolution.

  • Cayman Islands

    GMT -5

    Minimum number

    At least one member.

    A limited duration Cayco must have 2 members.

    Public information

    Publicly available information is name, date of incorporation, registered number, registered office, status (i.e. active) and type of company.

    Bearer shares

    Not permitted.

    Treasury shares

    Can be held.

    Limited liability

    Yes. Similar to the UK.

    Resolutions

    A special resolution is required to amend the Articles, commence a voluntary liquidation and for certain other purposes. Requires a two-thirds’ majority, or such higher majority required by the Articles. Can also be passed by unanimous written resolution.

  • Guernsey

    GMT

    Registered office in jurisdiction

    Yes. Certain statutory books and records must be held.

    Company secretary

    Not required.

    Ongoing requirements

    Must file an annual validation and pay £250 for non-regulated companies, £500 for financial product companies, £750 for cell companies plus £100 for each incorporated cell or £10 for each protected cell and £1,000 for regulated companies.

    All Gcos must hold an AGM, unless the shareholders otherwise resolve (90% majority).

  • Jersey

    GMT

    Registered office in jurisdiction

    Yes. Certain statutory books and records must be held.

    Company secretary

    Required. Can be a body corporate.

    Ongoing requirements

    All Jcos must file an annual return each year and pay an annual filing fee of £150.

    Jcos are not required to hold AGMs unless Articles specify otherwise.

    A public Jco must prepare and file annual audited accounts.

  • British Virgin Islands

    GMT -4

    Registered office in jurisdiction

    Yes. Certain statutory books and records must be held.

    Company secretary

    Not required.

    Ongoing requirements

    AGM is not required by law.

    Annual fee of US$350 for BVIcos authorised to issue up to a maximum of 50,000 shares and US$1,100 for BVIcos authorised to issue more than 50,000 shares.

  • Cayman Islands

    GMT -5

    Registered office in jurisdiction

    Yes. Certain statutory books and records must be held.

    Company secretary

    Not required.

    Ongoing requirements

    Must pay an annual fee and file an annual return.

    The annual fee is determined by authorised share capital and is approximately as follows:

    • Up to US$50k = $854
    • US$50k to $1m = $1,220
    • US$1m to $2m = $2,420
    • Over US$2m = $3,132
  • Guernsey

    GMT

    Accounts

    Accounting records must be kept for six years.

    Auditors / filing accounts

    Unless exempt (generally small, dormant or asset–holding companies), must appoint auditors. No requirement to file accounts.

  • Jersey

    GMT

    Accounts

    Books of account must be kept for 10 years.

    Auditors / filing accounts

    A private Jco is not required to audit or file its accounts but a public Jco must appoint auditors and file audited accounts.

  • British Virgin Islands

    GMT -4

    Accounts

    Required to maintain records and underlying documentation for at least five years, which are sufficient to show and explain the BVIco’s transactions and which will, at any time, enable the financial position of the BVIco to be determined with reasonable accuracy.

    Auditors / filing accounts

    No requirement to appoint auditors or to file accounts.

  • Cayman Islands

    GMT -5

    Accounts

    Books of account must be retained for five years.

    Auditors / filing accounts

    Unless regulated, no requirement to appoint auditors or file accounts.

  • Guernsey

    GMT

    Issue of shares / securities

    No consent is required.

    Circulation of prospectus

    A prospectus for registered open-ended collective investment schemes, registered closed-ended collective investment schemes or offers to the public (more than 50) of any general securities and derivatives must comply with Guernsey’s Prospectus Rules.

    The rules do not apply to an offers to the public of general securities and derivatives listed on an exchange, in respect of a company domiciled in a IOSCO member country.

  • Jersey

    GMT

    Issue of shares / securities

    A Jco will be issued with a COBO consent as part of the incorporation process to issue shares.

    Circulation of prospectus

    The Jersey Registrar's consent is required to circulate a prospectus to more than 50 people.

    Regulatory consent is required to circulate a prospectus for a regulated fund in Jersey.

  • British Virgin Islands

    GMT -4

    Issue of shares / securities

    No consent is required unless regulated.

    Circulation of prospectus

    A prospectus must be filed with the regulator in respect of any offers to the public in the BVI.

  • Cayman Islands

    GMT -5

    Issue of shares / securities

    No consent is required unless regulated.

    Circulation of prospectus

    Regulated mutual funds must file their offering document with the Cayman regulator.

    A Cayco is not permitted to offer its securities to the public in the Cayman Islands unless it is listed on the Cayman Stock Exchange.

  • Guernsey

    GMT

    Types

    Protected cell company cells do not have separate legal personality. Incorporated cell company cells are separate companies with their own legal identity.

    Both provide for segregated assets and credit ring-fencing.

  • Jersey

    GMT

    Types

    Protected cell company cells do not have separate legal personality. Incorporated cell company cells are separate companies with their own legal identity.

    Both provide for segregated assets and credit ring-fencing.

  • British Virgin Islands

    GMT -4

    Types

    Segregated portfolio companies.

    Prior approval is required.

  • Cayman Islands

    GMT -5

    Types

    Segregated portfolio companies.

  • Guernsey

    GMT

    Process

    In accordance with Memorandum or Articles.

    Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

    Pre-emption rights

    There are no statutory pre-emption rights.

    UK Takeover Code

    Does apply.

  • Jersey

    GMT

    Process

    An instrument of transfer is required.

    Shares may trade and settle freely on CREST, the London Stock Exchange paperless settlement system.

    Pre-emption rights

    There are no statutory pre-emption rights.

    UK Takeover Code

    Does apply.

  • British Virgin Islands

    GMT -4

    Process

    An instrument of transfer is required. If shares are listed on a recognised exchange they may trade and settle freely in accordance with the rules and procedures of the recognised exchange.

    Pre-emption rights

    Apply only when stated in the Memorandum or Articles.

    UK Takeover Code

    Does not apply.

  • Cayman Islands

    GMT -5

    Process

    Shares are transferred in accordance with the requirements of the Articles. If shares are listed on an approved stock exchange, the shares can be evidenced and transferred in accordance with the laws, rules and regulations that apply to that stock exchange.

    Pre-emption rights

    There are no statutory pre-emption rights.

    UK Takeover Code

    Does not apply.