Strike off is the procedure of removing a company from the Register of Companies (the Register) following which the company will cease to exist.

Under the Companies (Guernsey) Law, 2008 (the Companies Law), a company may be struck off in one of three situations:

1. if the company is defunct;
2. if the company is defaulting; or
3. if the company itself applies to be voluntarily struck off.

Strike off by the Registrar of Companies

The Registrar of Companies (the Registrar) has the power pursuant to the Companies (Guernsey) Law, 2008 (the Companies Law) to strike off companies which are either defunct or defaulting.

Imagine that your partnership is on the cusp of concluding a large transaction which has the potential to be immensely profitable. The partnership agreement does not include a fixed term for the partnership, and can instead be terminated on one partner giving notice to the others (referred to as a “partnership at will”).

The Royal Court of Guernsey has issued a Practice Direction pertaining to the information required when applying for the appointment of an administrator or liquidator in Guernsey.

The Practice Direction

Introduction

In decisions delivered on August 24 2015 and October 7 2015 the Royal Courts of Guernsey and Jersey, respectively, held that where the affairs of two insolvent companies (incorporated in Jersey and Guernsey, respectively) are so intermingled that the expense of unravelling them would adversely affect distributions to creditors, the companies may be treated as a single entity.

INTRODUCTION

The Royal Court of Guernsey has taken the welcome step of dedicating specific court time to company and insolvency matters.

THE PRACTICE DIRECTION

A Carey Olsen regulatory team consisting of Guernsey partner Mark Dunster and associate Luke Sayer, have had a significant success for their client, a leading financial services business (the “Liquidator” or “Applicant”), by successfully making an application for the restoration of a Guernsey company – previously a property holding company (the “Company”) - pursuant to the Companies (Guernsey) Law, 2008, as amended (the “Companies Law”).

THE ISSUE

1 / FEBRUARY 2016 | Guernsey Insolvency Law Consultation BRITISH VIRGIN ISLANDS CAYMAN ISLANDS GUERNSEY JERSEY CAPE TOWN LONDON SINGAPORE CAREYOLSEN.COM FEBRUARY 2016 RESTRUCTURING & INSOLVENCY GUERNSEY INSOLVENCY LAW CONSULTATION 2 / FEBRUARY 2016 | Guernsey Insolvency Law Consultation INTRODUCTION On 11 February 2016, the Guernsey Commerce and Employment Department published a consultation response document to set out the proposals the Department is going to take forward for the reform of Guernsey’s personal and corporate insolvency laws (the Consultation Response).

Our Restructuring and Insolvency team has had further significant success, recently securing the discharge of an administration order over a Guernsey Protected Cell Company to facilitate its voluntary winding up. The team, led by Guernsey based counsel David Jones and including associate Luke Sayer, acted for local insolvency practitioners Tim Le Cornu and Andrea Harris of KRyS Global. 

To our knowledge this is the first time that the Royal Court of Guernsey has ordered that an administration order in Guernsey be discharged so as to facilitate a voluntary winding up. 

Carey Olsen's Dispute Resolution Group has successfully secured orders on two separate applications under Guernsey's Protection of Investors and Company Law legislation to place two regulated entities into administration and one company into compulsory liquidation.

The Managing Partner of the firm’s Guernsey office, Advocate John Greenfield, and Senior Associate, Tim Bamford, acted for the Guernsey Financial Services Commission (the "Commission") on both applications.