Resolutions & Waivers
Please note: These guidance notes are not intended to be definitive legal advice and should not be relied upon as such. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. Independent legal advice is advised where there is any uncertainty.
The following resolutions of the members of a company need to be filed with the Registry:
- All special resolutions (e.g. alteration to articles)
- All waiver resolutions (Audit waiver, AGM waiver, Directors' Report waiver)
- All unanimous resolutions
- Ordinary resolutions under section 287 of the Companies Law (Power of company to alter share capital)
The documents on this page give more information on resolutions, including template waiver resolutions. All waivers and resolutions must be submitted using the Online Services Portal, we are working on developing step-by-step guidance on how to file resolutions in the new portal and will update this page when these are finalised.
AGM Waiver
The members of a company may pass a waiver resolution exempting the company from the requirement to hold an annual general meeting (AGM). The waiver may be for a year, several years or indefinitely.
AGM waiver resolutions need to be submitted to the Registry within 30 days being passed.
| Guidance Note | Description |
|---|---|
 AGM Waiver - guidance [293kb] | Guidance on AGM waiver resolutions including requirements for passing the resolution |
| AGM Waiver - template resolution [89kb] | Template AGM waiver resolution. This can be completed and submitted to the Registry using the 'Resolution Filings' submission on the Online Services Portal |
Audit Waiver
The members of a company may pass a waiver resolution exempting the company from the requirement to have their accounts audited. The waiver resolution must be passed in the financial year before the financial year to which it relates. The waiver may be for a year, several years or indefinitely.
Audit waiver resolutions need to be submitted to the Registry within 30 days being passed.
| Guidance Note | Description |
|---|---|
| Audit Waiver - guidance [320kb] | Guidance on audit waiver resolutions including requirements for passing the resolution and information relating to audit exemption for companies in liquidation |
| Audit Waiver - template resolution [74kb] | Template audit waiver resolution. This can be completed and submitted to the Registry using the 'Resolution Filings' submission on the Online Services Portal |
Directors' Report Waiver
The members of a company may pass a waiver resolution exempting the company from the requirement for the directors to prepare directors' reports.
Directors' report waiver resolutions need to be submitted to the Registry within 30 days of being passed.
Please note: Some companies are automatically exempt from the requirement for the directors to prepare directors' reports and do not need to file a waiver resolution. Please see the below guidance for further information.
| Guidance Note | Description |
|---|---|
| Directors' Report Waiver - guidance [252kb] | Guidance on directors' report waivers including details of automatic exemption from this requirement and exemption by waiver resolution |
| Directors' report waiver - template resolution [87kb] | Template directors' report waiver resolution. This can be completed and submitted to the Registry using the 'Resolution Filings' submission on the Online Services Portal |
Other resolution types
All special resolutions and unanimous resolutions passed by the members of a company must be filed with the Registry within 30 days of being passed.
Ordinary resolutions generally do not need to be filed, but ordinary resolutions passed under section 287 of the Companies Law (Power of company to alter share capital) must be submitted within 30 days of being passed.
