Sponsor
This matrix has been developed by AIMA’s Sponsoring Partner, Intertrust Group Guernsey.
To the extent permitted by law, none of AIMA, Intertrust Group, or any of their respective partners, employees, agents, service providers or professional advisors assumes any liability or responsibility for, nor owes any duty of care for any consequences of, any person accessing, using, acting or refraining to act in reliance on the information contained in this matrix.
Director requirements
Is a director a direct or indirect member of the governing body? (i.e., board of directors, trustees, general partner, managing member, other)?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A company is directly managed by its board of directors. The Board will have one or more directors. | A limited partnership is managed by one or more general partners, which may be a company, limited partnership or limited liability partnership. A limited partnership is indirectly managed by the board of directors of a company or of a corporate general partner of a limited partnership, or managing partners of a limited liability partnership, which acts as general partner. | A unit trust is managed by one or more trustees, which are usually companies. A unit trust will be indirectly managed by the board of directors of the corporate trustee. |
Is there an applicable statutory regime?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, the Companies (Guernsey) Law 2008, as amended ("Companies Law") provides for the statutory regime for company | Yes, the Limited Partnership (Guernsey) Law, 1995 (as amended) ("LP Law") provides for the statutory regime for limited partnerships. | Yes, the Trusts (Guernsey) Law 2007 (as amended) ("Trusts Law") provides for the statutory regime for trusts and the formation of unit trusts. |
Is there an applicable corporate governance code or guidance?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No specified requirements under the Companies Law. | No specified requirements under the LP Law. | No specified requirements under the Trusts Law. |
What is the (minimum) board composition?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| At least two directors for a Guernsey public company and at least one director for a Guernsey private company. | Not applicable for a limited partnership. At least one director for a general partner, which is a Guernsey company. | Not applicable for a unit trust. At least one director for a trustee, which is a Guernsey company. |
Are independent directors required? If so, how is independence defined?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No. | No. | No. |
Do directors require any qualifications?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| None required under the Companies Law. | None required under the LP Law. | None required under the Trusts Law. A corporate trustee must be regulated to carry on 'trust company business' under the Guernsey Law, but a special purpose trustee may rely on the 'private trust company business' exemption. |
What are the specific rules around board meetings (frequency/location)?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No specified requirements, unless required by the memorandum and articles governing the company or to ensure compliance with subtance requirements. | No specified requirements, unless required by the limited partnership agreement governing the limited partnership or to ensure compliance with subtance requirements. | No specific requirements, unless required by the trust instrument governing the unit trust or to ensure compliance with subtance requirements. |
Are there any resident director requirements?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| None, unless required by its memorandum and articles. | None, unless required by its limited partnership agreement. | None, unless required by its trust instrument. |
What are the registration requirements?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| The director must be registered with the Guernsey Registry. | The director of the General Partner must be registered with the Guernsey Registry. | A director of the Trustee, which is ually a company, must be registered with the Guernsey Registry. |
Is there a registration fee payable?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| N/A | N/A | N/A |
What is the typical range of fees paid to non-executive directors?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| This will be a large range and is dependent on the activity and risk profile | This will be a large range and is dependent on the activity and risk profile | This will be a large range and is dependent on the activity and risk profile |
Are corporate directors allowed?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, as long as the corporate directors have the necessary Guernsey regulatory registration. | A general partner of a limited partnership, being a company, may have corporate directors, which have the necessary Guernsey regulatory registration. | A trustee of a unit trust, being a company, may have corporate directors, which have the necessary Guernsey regulatory registration. |
Are there any fitness and propriety requirements?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No specified requirements under the Companies Law. | No specified requirements under the LP Law. | No specified requirements under the Trusts Law. |
Are there any limitations on the amount of directorships held?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| N/A | N/A | N/A |
Are decisions of the governing body permitted to be taken through committee action?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, if a committee is formed in accordance with its memorandum and articles of association. | Yes, if a committee is formed in accordance with its limited partnership agreement. | Yes, if committee is formed in accordance with its trust instrument. |
Are standing committees required?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No specified requirement, unless required by its memorandum and articles. | No specified requirement, unless required by its limited partnership agreement. | No specified requirement, unless required by the trust instrument governing the unit trust. |
Are ad hoc committees permitted?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, if permitted under its memorandum and articles. | Yes, if permitted under its limited partnership agreement. | Yes, if permitted under its trust instrument. |
Are there any specific tax issues that need to be considered?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A Guernsey company is subject to Guernsey income tax at 0% and provides tax neutrality. It is usually managed and controlled in Guernsey in order to maintain its Guernsey tax resident status. Non-resident shareholders are not subject to any tax in Guernsey. A Guernsey company may be subject to economic substance requirements if it carries on certain activities (see 'Domestic tax' below). | A Guernsey limited partnership is not itself subject to Guernsey income and provides tax transparency. The general partner of the limited partnership is usually managed and controlled in Guernsey in order to maintain its Guernsey tax resident status. Non-resident limited partners are not subject to tax in Guernsey. A general partner, which is a Guernsey company, may be subject to economic substance requirements if it carries on certain activities (see 'Domestic tax' below). | A Guernsey unit trust is not itself subject to Guernsey income and may be structured to provide income tax transparency. The trustees of the unit trust are usually managed and controlled in Guernsey in order to maintain their Guernsey tax resident status. Non-resident unitholders are not subject to tax in Guernsey. A trustee, which a Guernsey company, may be subject to economic substance requirements if it carries on certain activities (see 'Domestic tax' below). |
What are the recordkeeping requirements?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A company must keep accounting records sufficient to show with reasonable accuracy its financial position and explain its transactions, and must maintain statutory registers, as well as minute books. | A limited partnership must keep accounting records sufficient to show with reasonable accuracy its financial position and explain its transactions, and must maintain a register of limited partners, as well as a statement of limited partners' contributions. A general partner, which is a Guernsey company, must keep accounting records and must maintain statutory registers, as well as minute books. | The trustees must keep accurate accounts and records of their trusteeship and must disclose to beneficiaries any document relating to the accounts of the unit trust. |
Is delegation/outsourcing to service providers allowed?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, this is permitted. | Yes, subject to the terms of its limited partnership agreement. | Yes, this is permitted, subject to the terms of its trust instrument. |
Other?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| N/A | N/A | N/A |
Organisational requirements
What are the key documents required for formation?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Incorporation application form and its memorandum and articles of association. | Registration application form, a declaration of limited partnership and its limited partnership agreement. | Unit trust application form and its trust instrument or declaration of trust. |
What is the formation process?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A regulated administrator completes and submits using the Registry's online portal a company incorporation application form, uploads the memorandum and articles of association signed by the subscriber(s) and pays the appropriate fee. Incorporation can be requested on a 1 hour, same day or 24 hour basis. If pre-arranged, an out of hours service is available. | A regulated administrator completes and submits using the Registry's online portal a partnership registration application form, uploads the declaration of a limited partnership signed by or on behalf of a general partner and pays the appropriate fee. Registration can be requested on a 1 hour, same day or 24 hour basis. If pre-arranged, an out of hours service is available. | A Trust is not required to file at the Guernsey Registry upon formation. |
What is the fee for formation/establishment?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Company, Limited Partnership or LLP GBP 100 - 24 hours (standard); GBP 350 - within 2 hours; GBP 750 - within 15 minutes (certain restrictions apply). | Company, Limited Partnership or LLP GBP 100 - 24 hours (standard); GBP 350 - within 2 hours; GBP 750 - within 15 minutes (certain restrictions apply). | No Registry filing fee on formation. |
What is the process for amending key documents?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A special resolution of shareholders, passed by at least 2/3 majority or a greater majority specified in its articles of association. | The limited partnership agreement may be amended in accordance with its terms or otherwise by all the partners. | The trust instrument may be amended in accordance with its terms or otherwise by the trustees and all unitholders, or by the court. |
Are there any required agents/annual fees?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A company must have a registered office in Guernsey. | A limited partnership must have a registered office in Guernsey. | A trustee of a unit trust must appoint a nominated agent. The registered office fee ranges from business-to-business. |
What is the type of ownership interest (e.g., shares, units, non-unitised interests, other)?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Shares. | Limited partnership interests. | Units. |
Are there any specific ownership rules (i.e., limits if any on numbers or types of interest holders, limits on being used as a master Fund or feeder Fund, etc)?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| N/A | N/A | N/A |
What are the capital contributions needed to form the entity?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No minimum is required, but the initial subscriber(s) to the memorandum of association of the company must subscribe for at least one share of par or no par value each in the company, which may be fully or partly paid-up, or left unpaid. | None, except that each partner will usually make a capital contribution or commitment to a limited partnership. | A unit trust must have initial trust property, which may be a nominal amount. |
Are founder shares or seed capital shares permitted?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes. | Yes, in the form of limited partnership interests. | Yes, in the form of units. |
Are sub-Funds allowed?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes. | Yes. | Yes. |
If 'yes' to the previous question, what is the strength of the legal liability separation between the sub-Funds?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A company can be incorporated as an incorporated cell company or a protected cell company. An incorporated cell of an incorporated cell company is a company in its own right. A protected cell of a protected cell company is not a company, but is recognised and treated as a company for the purposes of the Companies Law. By statute, the assets and liabilities of an incorporated cell or a protected cell are segregated from the assets and liabilities of the other cells, which may be established as sub-funds. | A limited partnership cannot be registered as a segregated or cellular limited partnership. A limited partnership may form sub-funds, but the assets and liabilities of a sub-fund are contractually segregated from the assets and liabilities of the other sub-funds. | A unit trust may be formed as a master unit trust, which establishes sub-trusts in accordance with the Trusts Law. The assets and liabilities of a sub-fund are contractually segregated from the assets and liabilities of the other sub-trusts established as sub-funds. |
Are multiple classes of interests allowed?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, if permitted under its memorandum and articles of association. | Yes, if permitted under its limited partnership agreement. | Yes, if permitted under its trust instrument. |
Are owners personally liable?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| No, the liability of shareholders of the company is limited to the amount unpaid in respect of their shares. | No, the liability of the limited partners is limited to the amounts of unpaid capital contributions or commitments in respect of their limited partnership interests, as long as the limited partners do not take part in the management of the limited partnership, subject to certain activities permitted by statute. The general partner is liable for the debts and liabilities of the limited partnership, to the extent the assets of the limited partnership are insufficient. | No, the liability of the unitholders of a unit trust is limited to the amounts unpaid in respect of their units. |
In what circumstances could directors be liable to shareholders for their actions?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Information yet to be provided. | Information yet to be provided. | Information yet to be provided. |
Is there a requirement for a register of interest holders?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, a register of shareholders must be maintained by the Company. | Yes, a register of limited partners must be maintained by the general partner of the limited partnership. | No specified requirement under the Trusts Law, but its trust instrument usually requires a register of unitholders to be maintained by the trustees of the unit trust. |
What are the beneficial ownership reporting requirements?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the Registry. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis to the Registry. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. | Yes, ultimate beneficial owners with an interest exceeding 10% need to be disclosed on a confidential basis. The register is available to law enforcement agencies and tax authorities on request, but is not publicly available. |
What is the domestic tax treatment?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applcable or payable on these structures. there is also no local stamp duty | Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applcable or payable on these structures. there is also no local stamp duty | Under current legislation, there is no capital gains tax, capital transfer tax, wealth tax, or estate / inheritance tax payable in respect of the issue or realisation of shares in a closed or open ended company, units in a unit trust or interests in a partnership. There is no corporation tax, profits tax or withholding tax applcable or payable on these structures. there is also no local stamp duty |
Is the Fund able to “tick the box” for US tax purposes?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes | Yes | Yes, but a unit trust must qualify as a "business entity" for US tax purposes, with the trustee having discretion to invest the unit trust's assets. |
Is there an automatic regulatory regime applicable?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, if the company is an investment fund, Guernsey's investment fund regulatory regime will apply. Guernsey's economic substance requirements may also apply if the company carries on, for instance, fund management business, holding company business or finance and leasing business. | Yes, if the limited partnership is an investment fund, Guernsey's investment fund regulatory regime will apply. At present, Guernsey's economic substance requirements will apply to the general partner carrying on fund management business, unless a separate manager is appointed. | Yes, if the unit trust is an investment fund, Guernsey's investment fund regulatory regime will apply. Guernsey's economic substance requirements will apply to the trustees carrying on 'fund management business', unless a separate manager is appointed. |
Is reporting triggered by the form of organisation?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| If a company has US shareholders, it may be required to register and report for FATCA/CRS purposes. There is no audit requirement, unless a public limited company. | If a limited partnership has US shareholders, it may be required to register and report for FATCA/CRS purposes. There is no audit requirement, unless required by the limited partnership agreement. | If a unit trust has US shareholders, it may be required to register and report for FATCA/CRS purposes. There is no audit requirement, unless required by the trust instrument. |
Are annual general shareholder meetings required?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| Yes, unless all shareholders have agreed to dispense with holding annual general meetings. | N/A | N/A |
What are the filing requirements and are these publicly available?
| Company | Limited Partnership | Unit Trust |
|---|---|---|
| A company must submit an annual confirmation to, and if a public limited company, file annual audited accounts with, the Registrar. An annual tax return is filed with the Guernsey Revenue. The Companies Registry filings are publicly available. | No filings are required for a limited partnership or unit trust. | No filings are required for a limited partnership or unit trust. |
Are there any tax treatment considerations?
Please note that the following information may be in need of an update.
Resident companies are liable to tax on worldwide income. The basic rule is that a company is resident in Guernsey for tax purposes if it is: - incorporated in Guernsey; and/or - shareholder voting control is exercised by Guernsey-resident individuals. A non-resident company’s profits will be taxable in Guernsey only to the extent that they relate to a branch or permanent establishment operating in Guernsey. - The company standard rate of tax in Guernsey is 0%. This is the default rate of tax for companies and applies to income from businesses, offices and employments and other sources that are not taxable at a higher rate. - The Guernsey company intermediate tax rate of 10% applies to income from regulated banking business, domestic insurance business, fiduciary business, insurance intermediary business, insurance manager business, third party fund administration business and custody business.
From 1 January 2018, this rate was extended to include the activity of investment management services where those services are provided to individual clients. - The Guernsey company higher rate of tax of 20% applies to income derived from regulated utility business, income from the ownership of Guernsey situs land and buildings, income from the importation and/or supply of hydrocarbon oil or gas in Guernsey and retail business carried on in Guernsey where the company has a taxable profit from such business of more that GBP 500,000 in a year. - In the case that a Guernsey tax resident company has various income streams, the different sources of income will be taxed at the appropriate rates and, therefore, this may result in a company having an effective tax rate between 0% and 20%.
Exempt companies
Collective investment schemes (CISs) generally qualify for exempt status, which will place them completely outside the Guernsey tax regime. The exemption also applies to any entity that forms part of, or contributes to, the structure of a CIS.
Generally, a company is considered exempt where:
• the company is beneficially owned outside of Guernsey, and
• no Guernsey-resident individual or company has a beneficial interest in the company.
For each year for which exempt status is sought, a charge of £1,200 is levied.