(Guernsey) Migration of Companies to and from Guernsey

From a Guernsey legal perspective, a reference to the 'migration' of a company is a reference to the process of the transfer of the company’s registration to another jurisdiction, whilst maintaining the legal personality of that company.

Migration provides an alternative mechanism for the transfer of a business from one jurisdiction to another, other than by using more traditional forms of transfer such as an asset sale. The business and/or commercial reasons behind a
decision to migrate a company to another jurisdiction vary but include moves to take advantage of legislative, regulatory or financial benefits in the other jurisdiction. Ultimately, whether or not migration of the company is the most appropriate
mechanism to transfer the business of the company depends on various factors, including the commercial timescales and costs involved.

Part VII of the Companies (Guernsey) Law, 2008 (the "Law") sets out the procedure applicable to, and the effect of, the migration of a company to or from Guernsey. Migration is effected by application to the Guernsey Registrar of Companies (the "Registrar") and therefore no court application is required.

However, the consent of the Guernsey Financial Services Commission (the "Commission") is required for the migration of a "supervised company" into or from Guernsey under Part VII of the Law. For the purposes of the Law, a "supervised company" is an overseas company which intends to be registered with the Commission following migration (or is the equivalent to a supervised company in the country from which it is migrating) or is a Guernsey company which, following migration from Guernsey, will no longer be registered with the Commission.

We set out the legal effect of, and procedure applicable to, migrations in and out of Guernsey below.

 

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Sam ShiresPartnerT +44 (0)1481 748 916sam.shires@walkersglobal.com
Matt SandersGroup PartnerT +44 (0) 1481 748 914matt.sanders@walkersglobal.com