Company Registration in Jersey - Business Starting & Setup

Jersey law has been influenced by several different legal traditions, in particular Norman customary law, English common law and modern French civil law. Jersey's legal system is therefore described as 'mixed' or 'pluralistic', and sources of law are in French and English languages, although since the 1950s the main working language of the legal system is English.

The principal forms of business organization in Jersey are:

• Private company limited by shares
• Public company limited by shares
• Branch of overseas company
• General partnership
• Limited partnership
• Trusts
• Foundations
• Protected cell companies

The most common structure is the limited liability company.

There is a range of requirements to the company name in Jersey:

• All company names must end with the following words or their abbreviated forms: Avec Responsibilité Limitée - a.r.l. or Limited – Ltd.;
• A chosen name should only suggest a specific activity if that reflects the primary activity of the business entity;
• It should not falsely imply a connection with another institution or governing body;
• It should not suggest a corporate form that the company does not have. A company should not, for example, use the word ‘trust’ in its name unless such an implied status did really exist
• It should not duplicate the name which already exists, nor should it be too similar to other names.
• It shall not be offensive.
• It shall not be misleading.
• It should not contain the following words: bank or bankers, investment, corporation, international, associate, association, fund, trust, trustee, united, royal, Queen and King; currency symbols or currency abbreviations, foreign words, internet domain name, invented words, professional qualifications, etc.

The following steps are required to incorporate a Limited liability company in Jersey:

1. Check for uniqueness of company's name and reserve it online: Check the Registry name index system to ensure no other business or company is already registered with your chosen name or with a similar name. Reserve a company name by completing the company name form and submitting it to the Jersey Financial Services Commission for approval.
2. Prepare Memorandum of Association: The memorandum of association, which sets out the fundamental provisions of the constitution of the company, must be prepared. The memorandum of association does not set out the objects or powers of a company, although it is possible to include restrictions on the authority of the directors of the company in the memorandum or articles of association. The memorandum of association will state: the name of the company; type of entity; the full name and address of each subscriber who is a natural person and the corporate name and address of the registered or principal office of each subscriber which is a body corporate; details of share capital; details of the extent of liability of any guarantor member. The memorandum of association must be signed by or on behalf of each subscriber in the presence of at least one witness.
3. Prepare Articles of Association: The articles of association, which govern the contract between the members and the company, must be prepared. The 1991 Law requires that the articles of association are also signed by or on behalf of each subscriber to the memorandum of association in the presence of at least one witness.
4. Prepare Statement of particulars on incorporation: The agent of the subscribers must prepare a statement to be signed by the subscribers (or their agent), known as the Statement of Particulars on Incorporation. This statement will indicate the intended address in Jersey of the company's registered office upon incorporation, whether the company is to be a public or private company and whether the standard table of articles has been adopted.
5. Obtain Control of borrowing consent: In order to issue shares, a Jersey company requires a regulatory consent from the Finance and Economics Committee of the States of Jersey pursuant to the Control of Borrowing (Jersey) Order, 1958, as amended. An application form, requesting such consent, is submitted to the Jersey Financial Services Commission together with the incorporation papers for the company. The application form requires information regarding the proposed activities of the company and the identity of the ultimate beneficial owner of the company. The application form also requires confirmation that the ultimate beneficial owner has not at any time been declared bankrupt or been a director of or otherwise involved in the management of a company which has been the subject of an insolvent liquidation or judicial enquiry.
6. Apply for incorporation: The memorandum of association, articles of association, Statement of Particulars on Incorporation and control of borrowing consent application form are lodged at the Jersey Financial Services Commission, together with registration fees of, currently, £200. For a further fee of £200, the Jersey Financial Services Commission will expedite the application for incorporation and will deal with the same on a same day basis. The registrar of companies will process the application and, providing satisfactory information has been provided, will issue a certificate of incorporation of the company and control of borrowing consent permitting issuance of the authorised share capital.

The formation of a new company in Jersey takes 2 days.

A Jersey company must have a registered office in Jersey and must include its company name and registered office in all business letters, correspondence, notices, negotiable instruments and letters of credit.

Every company must maintain a register of members at the registered office of the company, or such other place in Jersey as the company may specify. The register should be open to inspection by the members of the company, without charge, during normal business hours.

Minutes of all directors' and shareholders' meetings and a register of directors and secretaries must also be maintained by a company. In each case, records held by a Jersey company may be kept in any form (whether electronic or hard copy) provided that such information can be reproduced in an intelligible manner and steps are taken to safeguard the information.

There are no statutory requirements for a company in Jersey to have a seal.

The redomiciliation of companies to or from Jersey is permitted.

A private company must have at least one director. Directors must be over 18 years of age. There is no requirement under the Law for directors appointed to Jersey companies to be resident in Jersey or to hold shares in the company. A Jersey company may appoint a corporate director, providing that such corporate director is regulated to conduct financial services business under the Financial Services (Jersey) Law 1998 and does not itself have a corporate director.

Meetings of directors of a Jersey company are not required to take place in Jersey and may be held by telephone or other means of communication, providing that those present are able to hear what is said by the other participants. It is also possible for directors to pass resolutions in writing.

Particulars of the directors must be maintained in a register kept by each company and open to inspection by members of the company and by the Registrar. The Registrar may not disclose information on the register except for the purpose of enforcing any provisions of the Law or any obligation owed to the company by a director or secretary.

All companies must appoint a secretary. In the case of a public company, the secretary must have certain prescribed qualifications, as set out in the Law. A sole director cannot also be the company secretary.

Particulars of the secretary must be maintained in a register kept by each company and open to inspection by members of the company and by the Registrar. The Registrar may not disclose information on the register except for the purpose of enforcing any provisions of the Law or any obligation owed to the company by secretary.

Each Jersey company must have at least one shareholder. There is no restriction on the nationality or residency of the shareholders. The shareholders can be individuals and/or legal persons.

Unless the Articles of Association provide otherwise, or all members of the company agree in writing, every company is required to hold an annual general meeting in each year, the first of which should take place within 18 months of incorporation. Where annual general meetings are to take place, they must be held no more than 22 months apart in the case of private companies.

There is no requirement for shareholders' meetings to be held in Jersey.

Where membership in a company is held by a body corporate, the body corporate may appoint any person to attend any meeting and vote on its behalf.

The Government of Jersey has passed a law establishing a central registry of beneficiaries and controlling persons in 2020.

The opening date of the Beneficiary Registry was scheduled for May 31, 2021. For now, however, the Registry is not public.

The Beneficiary Registry will not contain data on minors, company secretaries, etc. In addition, for the time being, limited liability partnerships are exempt from the obligation to submit information about their beneficiaries to the Registry.

A beneficiary is any natural person who ultimately owns (directly or indirectly) a sufficient percentage of the shares or voting rights or ownership interest (generally 25% or more, but the exact amount is determined by the laws of the country individually) or controls the company or the natural person on whose behalf the transaction or activity of the company takes place.

Jersey companies may be incorporated with a share capital denominated in any currency, may allot shares at different prices, convert par value shares into no par value shares (and vice versa) and accept a member with wholly or partly paid up shares.

The usual authorized share capital is £10,000 or its foreign currency equivalent, although issued capital may be nominal e.g. £1. Stamp duty is payable on higher amounts of capital. All issued shares must be paid in full in cash.