Legal services
Knowledge Guernsey legal opinions

25 October 2016

In finance transactions, legal opinions are often sought from local counsel as to the capacity of entities formed under the laws of Guernsey to enter into transactions and documents and as to the laws of Guernsey generally.  This briefing summarises issues that might arise for instructing counsel or clients when requesting a Guernsey legal opinion. It is not intended to be exhaustive and specific advice should be sought in specific cases.

Information required by Guernsey counsel
When instructed, Guernsey counsel will typically request at the outset:

Issues commonly raised by Guernsey counsel when reviewing transaction documents
As part of the instruction, Guernsey counsel ordinarily would review any transaction documents being entered into by the Guernsey entity in question and may raise the following issues in relation to non-Guernsey law transaction documents:

Company searches
Searches of public records in Guernsey are limited in respect of the information they produce and not all documents filed physically before 1 July 2008 may be shown on the Guernsey Registry website. In addition:

Guernsey counsel will update searches on the day on which the opinion is issued. The Greffe is open on weekdays only, from 9am until 4pm. Opinions issued outside these hours may be subject to qualifications if searches cannot be concluded.

Director's certificates
As only limited information is ascertainable from public records, Guernsey counsel will also rely on a certificate from a director of the company as to factual matters. A director's certificate will need to be signed by a director and dated the date of the opinion (or reconfirmed as at that date) and will deal with matters such as the following:

The director's certificate is a document of Guernsey counsel and is not usually the subject of negotiation, save with the director providing it or his advisers.  The giving of the director's certificate should be authorised at the relevant board meeting.

Assumptions and qualifications
Partly because only limited information is ascertainable/verifiable by Guernsey counsel and partly because opinions given may require further explanation, the opinions given will be subject to a number of assumptions and qualifications, for example:

There will also be transaction-specific qualifications and assumptions.  
If there is a requirement for transaction management, witnesses or attendance at meetings, this may affect the estimated costs of providing an opinion.

Issue of the opinion
The basis on which the opinion is issued is a matter for agreement between Guernsey counsel and instructing lawyers/client. For example, the Guernsey legal opinion may be:

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Key Contacts

Key Contacts