Every January, an Annual Validation including a Declaration of Compliance (in place of the submission of an Annual Return) must be submitted to the Registry.  The information contained will be as at 31st December and must be verified by either a director or secretary of the company.

Fees
The annual statutory fee (determined by the company classification code) must be submitted to the Registry at the same time as the Annual Validation. The minimum fee payable is £250.

Failure to Submit Annual Validation - Penalties
If the Annual Validation documents and fee are not submitted by 31st January, a company is guilty of an offence and will be liable to a default fine of £100 per calendar month and may also be liable to a civil penalty.

It should be further noted that failure to file an Annual Validation is an offence and that this may be grounds for bringing an action before the Court for a disqualification order against the directors of a company

Resident Agent - Appointment and Duties
Every company must have a resident agent, who is either a Guernsey resident individual director of the company or a corporate services provider (a GFSC licensed fiduciary service provider such as Guernsey Trust Company Limited).

It is the resident agent's responsibility to ascertain the identity of the persons who are the beneficial owners of members' interests in a company to which GTC provides this service.

Directors
A person cannot be appointed a director unless he has in writing:

• Consented to be a director; and
• Declared that he is not ineligible (not a minor or subject to a disqualification order in Guernsey or elsewhere).

Notification of Changes
Any changes made to the Board of Directors and/or resident agent (including changes to address details) must be notified to the Company Registry within 14 days, or a company will be guilty of an offence and penalties may be charged on a daily basis.

Letterhead
The following details must appear in all correspondence and electronic correspondence, including invoices and websites:

Its name, including "Limited" (if applicable)

• Its registration number
• The address of its registered office

Registered Office
The Registry must be notified in advance of any proposed change to the registered office address of a company.

Changes to Existing Articles
From 1st January 2010 any individual articles, which are not compliant with the new Law will be void as of that date and, therefore, it may be necessary to review and amend a company's articles prior to this date. One may also wish to make amendments to take advantage of the greater flexibility permitted under the new Law.

Examples

• A company is no longer required to have a specified limit of authorised share capital. This can give companies the flexibility to issue shares beyond the previously nominated authorised share capital.
• There is greater flexibility with regard to distributions, which can be made if the directors certify that the company will satisfy a statutory solvency test immediately after the relevant distribution and are no longer required to be paid only from profits available for that purpose.
• Any existing indemnity clauses in a company's articles, which indemnifies director(s) in respect of any liability for negligence, default, breach of duty or trust will be void under the new Law.
• It is now possible to waive the requirement for a company to hold an Annual General Meeting each year.
• It is now possible to have single member companies in Guernsey, in which case that member constitutes a quorum for meetings. It is also possible to reduce the quorum to one for any company (whether or not they have one member), though this requires a specific amendment to the Articles.

Adoption of New Articles
Amendments can be made to individual Articles in the existing Articles of Association, (under the new Law, Articles of Incorporation) or alternatively, new Articles of Incorporation in their entirety, which are fully compliant within the terms of the new Law can be adopted. Any amendment to a company's articles requires the passing of a special resolution at an Extraordinary General Meeting or by written resolution.

Accounts
All companies must keep accounting records, which are sufficient to show and explain its transactions and the directors of a company must prepare accounts of every company for each of the company's financial years, which give a true and fair view and which shall include a profit and loss account and a balance sheet.

Financial Year
The maximum permitted length of a financial year is 18 months

Appointment of Auditor
An auditor must be appointed for each financial year of a company unless the company is exempt from audit.

Exemption from Audit
Where a company is exempt from audit the members of a company must pass a Waiver Resolution ahead of the financial year to which it refers, to exempt the company from the requirement to have its accounts audited. (In the first financial year after incorporation, this waiver resolution must be passed during that first financial year).

Any waiver resolution must be filed with the Registrar of Companies within 30 days of its passing.