The 2008 Law removed the previous obligation for all companies to appoint a Company Secretary.

Where it is chosen not to appoint one, the duties that would otherwise attach to the Company Secretary will vest directly in the board of directors.

Where directors are based overseas and/or are unfamiliar with Guernsey Law and practices, then the appointment of a professional corporate services provider to act as Company Secretary or to advise the board on their duties should be considered.

Whilst the 2008 Law came into force on 1 July 2008, there have been certain transitional allowances enacted. The latest position is that the duties set out below do not become the responsibility (in law) of the Secretary until 1 July 2012.

The duties imposed on the Company Secretary are set out in s171 of the 2008 Law. These duties are as follows:

s171(a) - that all registers and indices are maintained in accordance with the provisions of this law.

s171(b) - that all notices and documents required to be filed or served upon the Registrar or other persons are duly so filed or served.

s171(c) - that all resolutions, records (other than records of beneficial owners) and minutes of the company are properly kept.

s171(d) - that copies of the memorandum and articles are kept fully up to date

s171(e) - that the board of directors is aware of any obligations imposed by the memorandum and articles and the rules of any stock exchange the company is listed on.

Section 171 of the 2008 Law represents a significant change to Company Secretaries as, prior to its enactment, the previous position in law was that none of these duties were expressly imposed on the Company Secretary. Indeed the role of the Company Secretary was poorly defined in the previous company law.

Any individual or company accepting the office of Company Secretary takes on a considerably higher duty of care and risk of potential liability (certainly from 1 July 2012) and is a role only to be accepted with caution, especially by those with limited or no experience of the legislation and practices.

Regardless of individual responsibilities on the Company Secretary, the duties and requirements set out in this briefing note are currently imposed on the board of directors and noncompliance can lead to the company or its directors being guilty of an offence. More and more directors and proprietors of Guernsey companies are turning to professional service providers for Company Secretarial services or support.