Guernsey Company Beneficial Ownership Register - Counting Down to the Deadline
A new Guernsey Company Beneficial Ownership Register was introduced last year, and all Guernsey companies registered prior to 15 August 2017 are required to file their beneficial ownership information by 28 February 2018.
Ed Riley, Louvre Trust (Guernsey) Associate Compliance Officer, answers all your questions.
What Exactly is the Guernsey Company Beneficial Ownership Register?
We would describe the Guernsey Company Beneficial Ownership Register (Register) as a centralised ‘ledger’ which will be populated by resident agents of Guernsey companies through submissions via the Guernsey Registry website.
The main functions of the Guernsey Registry are to examine and store company information as required under Guernsey legislation.
Who is Deemed a ‘Beneficial Owner’?
There are numerous definitions or tests that can be applied to a wide number of scenarios of beneficial ownership but, very broadly speaking, a beneficial owner has 25% or more of the control of a company.
What Information Will be Submitted to the Register?
The information about all beneficial owners of companies that must be submitted and which will then be maintained on the Register is:
- Name
- Nationality
- Date of birth
- Principal residential address
- Date on which beneficial ownership began (if subsequent to 15 August 2017)
- How it has been determined that the beneficial owner is as such
There are also occasions when corporate entities rather than individuals are classed as the beneficial owner, such as when a Guernsey licensed fiduciary owns shares as a trustee, or when a listed company ultimately has control and clearly the information provided becomes of a corporate nature (jurisdiction and registered number for example).
Why Has This Been Introduced?
The Register is seen to be an efficient way of collating and centralising correct Guernsey company ownership information in one place. The intention is that the Guernsey authorities are able to access the information quickly and efficiently when required and do so without involving additional administration time by fiduciaries such as Louvre Trust (Guernsey) Ltd.
Very similar schemes have been, or are in the process of being, set up throughout other offshore jurisdictions such as the British Virgin Islands, Jersey, the Isle of Man and the Cayman Islands. Some clients will need to abide by those schemes as well.
Are There Any Specific Dates Relating to the Register?
The first pertinent date was 15 August 2017 which is when the Beneficial Ownership of Legal Persons (Guernsey) Law, 2017 came into effect. This is the law which encapsulates the requirement for the Register.
The deadline for the filing of beneficial ownership submissions passed on 30 November 2017 for foundations and limited liability partnerships. The deadline for companies is 28 February 2018.
Will The Register Have Any New Implications for Clients Of Louvre?
Quite simply, no. Louvre should not require any new client information because for many years Guernsey regulation has dictated that fiduciaries collate and keep up to date particulars of beneficial owners anyway. Therefore all the stipulated information is already held by fiduciaries and is obtainable when formally requested by the Guernsey authorities.
How Will This Affect a Person’s Financial Privacy?
It must be highlighted that the Register of Beneficial Ownership of Guernsey Companies is not a public register. It does not make the information available to anyone who could not already request it.
The States of Guernsey have implemented incredibly enhanced security systems in order to protect access to the Register. Only certain nominated individuals within the Guernsey Registry, Guernsey Financial Services Commission (GFSC), or the Economic Crime Division of Law Enforcement will be allowed to access the information.
Why Might Access to This Information Be Allowed?
The reasons for being allowed access are restricted to the ‘prevention, detection, investigation or prosecution of criminal conduct or non-criminal penalties, intelligence services, Guernsey Financial Services Commission activities, income tax, civil forfeiture, sanctions, gambling control, charity and not-for-profit obligations.’ Effectively, any disclosure is very limited.
What Will This Register Mean for the Day-to-day Administration of Client Companies?
The impact will be minimal. There will be an initial internal procedure to ensure all relevant information is held on all identified ultimate beneficial owners appropriately, prior to an electronic submission being made.
All our relevant procedures have already been updated in order to prompt the Register to be updated when any details of beneficial ownership change for any of our administered Guernsey companies.
Are There Any Exemptions to the Requirement to File Details of Beneficial Ownership?
Listed companies, regulated funds, GFSC licensees, and companies exempt from having a resident agent are exempt. From a Louvre Trust (Guernsey) Ltd perspective however, other than ourselves as a local corporate service provider, all Guernsey companies under our administration will fall within the regime.
Are Trusts Required to Register?
No, the Register is not for the collation of beneficial ownership of trusts.
What Would The Consequences be of Failing to Adhere to the Submission Deadlines For Both Louvre’s Clients and for Louvre Itself?
The consequences of not submitting the information on time will depend on why the failure happened.
If it is simply because Louvre has not done so because of an error, then the likely consequence would be a fine issued by the Guernsey Registry for this, and the fine for a late Annual Validation submission too.
Both fines will be made because it will be impossible for a resident agent to file the Annual Validation until the Beneficial Ownership submission has first been made. This is why, for 2018 only, the deadline to file the previous year’s Annual Validation has been pushed back from the end of January to the end of February.
It should be noted that Resident Agents who provide misleading information or simply fail to comply with the law, unless able to demonstrate all reasonable steps were first attempted in order to comply, are guilty of an offence and therefore criminal penalties and sentences of up to two years’ imprisonment may be applicable.
Clearly, if Louvre is unable for whatever reason to file a submission for Beneficial Ownership of a Guernsey company, it will also be unable to file an Annual Validation for the company and therefore the company is liable to be struck from the Guernsey Register.
Naturally, we take all regulatory requirements very seriously and do not anticipate any issues with this matter.
If you would like to speak to someone from Louvre Trust (Guernsey) Ltd about the Beneficial Ownership Registry please contact Ed Riley on edward.riley@louvretrust.com or call + 44 (0) 1481 727 249.
More detailed and comprehensive information can also be found at www.guernseyregistry.com/beneficialownership