01 October 2020
This is part of a series of guides in which we examine areas of Guernsey law that frequently arise in practice. Further guides will be released weekly; click here to subscribe to receive these by email.
This guide looks at the key things you need to know about voluntarily striking off a Guernsey company.
Why would you voluntarily strike off a company?
Section 357 to 365 of the Law was introduced to allow company directors to remove unwanted companies and for the companies to be properly removed from the Register.
Directors may remove from the Register companies that have not traded or carried on business for at least three months, without requiring a liquidator.
An application to the Registrar for voluntary strike-off can only be made by the board of directors of a company. Before the application can be made, the directors have to ensure they have complied with all requirements of the Law.
The application must be accompanied by a declaration of compliance pursuant to Section 365 of the Law. This declaration is signed by a director on behalf the company and confirms that within the three months prior to the application the company has not:
- changed its name;
- traded or carried on business;
- disposed of property or rights, or engaged in any other activity except those necessary for concluding the affairs of the company; and
- has no outstanding liabilities, and is not prevented from making an application for voluntary strike off by reason of any of the circumstances contained in Section 359 of the Law.
The application is made via the Registry online services portal and there is no charge for making the submission. Guidance on using the Registry online services portal can be found here.
Within seven days after the date of the application, a copy of that application must be given to any person who on that day is:
- a member of the company;
- an employee of the company;
- a creditor of the company;
- a director of the company; or
- a manager or trustee of any pension fund established for the benefit of the employees of the company.
On receipt of the application the Registrar will publish a notice on the Registry website for a period of two months. Once the two-month period has expired, subject to there being no objections to the application, the company will be struck from the Register and its status changed to dissolved. The Revenue Service, Social Security or another third party can request that a company is retained on the Register if certain matters have not concluded.
There is no certificate of discontinuance or notification of strike-off issued to the company.
Law – the Companies (Guernsey) Law 2008
Register – the register of companies in Guernsey maintained by the Registrar
Registry – the Guernsey Registry
Registrar – the registrar for companies, foundations, LLPs and intellectual property at the Guernsey Registry
About Collas Crill
We are a leading offshore law firm. We are easy to do business with and give practical advice to overcome tough challenges. Through our network of offices, we practise British Virgin Islands, Cayman Islands, Guernsey and Jersey law.
About this guide
This guide gives a general overview of this topic. It is not legal advice and you may not rely on it. If you would like legal advice on this topic, please get in touch with one of the authors or your usual Collas Crill contacts.
This note is a summary of the subject and is provided for information only. It does not purport to give specific legal advice, and before acting, further advice should always be sought. Whilst every care has been taken in producing this note neither the author nor Collas Crill shall be liable for any errors, misprint or misinterpretation of any of the matters set out in it. All copyright in this material belongs to Collas Crill.