Offshore Services - Guernsey
The Companies (Guernsey) (Amendment) Law 2005 came into force on November 13 2006. Before the introduction of this law, administration orders were available only in relation to protected cell companies under the Protected Cell Companies Ordinance 1997, as amended.
This update outlines the key provisions of the amendment law.
Administration Orders and Administrators
There is now a general administration procedure for all companies granting statutory protection from creditors during the period of an administration order if the company is capable of being sold as a going concern or if there is the possibility of a more advantageous realization of assets than in a winding-up. The provisions are similar to the UK Insolvency Act 1986. The provisions expressly permit set-off, netting and enforcement of security without the consent of the administrator.
Registration of Special Resolutions
Under the previous legislation, a special resolution - for example, to change a name or amend share rights - had to be filed at the Greffe (the local company registry) within 21 days; otherwise, it was absolutely void and had no effect. Under the new legislation, such resolution is no longer void, although the company will still be liable to a fine if the resolution is not filed within the 21-day period.
Disqualification of Directors
The current maximum period of five years for which the court may prohibit a person from serving as a director or other officer of any company or any specified company, and from participating or being in any way concerned, directly or indirectly, in the management, formation or promotion of any company or any specified company, has been increased to a maximum of 15 years.
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