Basic Features of Alderney Companies

The legal framework for establishing and operating companies in Alderney is set out in the Companies (Alderney) Law, 1994 (the "Companies Law").

A Company registered on the Alderney Register of Companies (a "Company") is a body corporate and has the power to own assets, to borrow and lend money, to enter into contracts and to sue and be sued, in its own name.

A Company may be formed in Alderney for any lawful purpose, by any number of persons subscribing their names to a memorandum of association and otherwise complying with the requirements of the Companies Law as to registration. Once incorporated, a Company has a continuous existence until dissolution.

A Company's articles of association prescribe regulations for its conduct and are also registered on the Register of Companies. A Company's memorandum and articles are binding on the Company and its members from the time of registration.

Members (owners) of a Company have limited liability, which means that they will only be liable for the Company's debts up to the amount unpaid on shares they hold, in the case of a Company limited by shares, or up to the amount they have agreed to contribute to the Company's assets if it is wound up, in the case of a Company limited by guarantee.

The Companies Law provides for both private and public Companies. A private Company is not permitted to have more than 20 members, nor is it permitted to offer its shares to the public by means of a prospectus, advertisement or other offer for subscription or sale. Public Companies are restricted from commencing business until the Registrar has certified that the Company is entitled to do so, in accordance with section 25 of the Companies Law.

As well as being required to have at least one member, a Company must have -

·       at least one director (or two if the Company is a public Company),

·       a company secretary, and

·       a resident agent.

Each Company must also have a registered office in Alderney and display a sign stating the Company name at the registered office.