Proposed amendments to Companies (Guernsey) Law, 2008 – audit and annual validations

08 Oct 2013

At its next meeting on 30 October 2013, the States of Guernsey will be asked to approve further changes to the Companies (Guernsey) Law, 2008, as amended. If such changes are approved, they will be effective from 1 November 2013.

The key proposed change to note is in relation to exemption from audit. Currently, members of a company can pass a resolution exempting that company from audit for only one year at a time. The proposed amendments will allow members to pass a waiver resolution exempting the company from audit for an indefinite number of years, provided that the relevant resolution is passed in the financial year before the first of the financial years to which it relates. This ability to have a rolling exemption from audit will lighten the administrative burden for many Guernsey companies.

Other changes include a new provision allowing a company to rescind an audit exemption by ordinary resolution of its members, provided that the resolution is passed not later than 11 months after the beginning of the financial year to which it is intended to relate.

In relation to annual validations, the proposed amendments will allow these to be signed by a corporate services provider, as well as a director or secretary of the company. The requirement to include certain information regarding issued shares in the annual validation for companies that have a share capital will be repealed.

For further information in relation to the above or advice on Guernsey company law generally, please contact Kate Ovenden or Mark Helyar.