Acting as a director of a company with an “established place of business” in the Bailiwick

Acting as a director is a regulated activity in the Bailiwick of Guernsey and individuals who do so by way of business* may be required to register with the Guernsey Financial Services Commission (“the Commission”) or apply for a licence. 

The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc (Bailiwick of Guernsey) Law, 2020 ("the Fiduciaries Law") provides statutory exemptions in certain circumstances, one of which is an exemption for acting as a director of a company “with an established place of business in the Bailiwick provided that no services consisting of, or comprising a regulated activity, are supplied to the company by the director”. The Commission has now issued further clarification on the factors which should be taken into account when considering whether a company has an “established place of business” in the Bailiwick for the purposes of the Fiduciaries Law. This can be found in the FAQ here.

Essentially, merely having a registered office or holding statutory documents in Guernsey sufficient to meet requirements under the Companies (Guernsey) Law, 2008 or the Companies (Alderney) Law, 1994 does not amount to an established place of business. Factors to be considered include, for example, whether the company has premises and staff of its own in the Bailiwick, the nature of the company’s occupancy of its Bailiwick premises, what activities or services are carried out within the Bailiwick by the company, etc. In essence, this statutory exemption from licensing (under section 3(1)(b) of the Fiduciaries Law) is not intended for use by directors of companies which have no clear substantive business activities being carried out in the Bailiwick. 

* Defined under the Fiduciaries Law as receiving any income, fee, emolument or other consideration in money or money's worth for acting as director.