We can restore your Jersey company after it is dissolved under the provisions of Article 145 - 150 of Jersey Companies (Jersey) Law 1991. It may be reinstated upon the submission of a Representation to the Royal Court which should be delivered to the Commission in draft prior to a formal ex-parte application to the Royal Court.
The procedure which governs the reinstatement of a dissolved Jersey limited company is contained in Article 213 of the Companies (Jersey) Law 1991.
213 Power of court to declare dissolution of company void
(1) Where a company has been dissolved under this Law or the Désastre Law, the court may at any time within 10 years of the date of the dissolution, on an application made for the purpose by –
(a) a liquidator of the company or
(b) any other person appearing to the court to be interested, make an order, on such terms as the court thinks fit, declaring the dissolution to have been void and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.
Where a company has been dissolved or has been struck off the register by the Registrar of Companies in the case of non-filing of an annual return, the Royal Court has the power to, on the application of an interested party, declare the dissolution void and order the reinstatement of the company, so that the company is returned to the position it would have been in if the company had not been dissolved.
A company that has been struck off may be reinstated within 10 years of its striking off date. The Royal Court may, on the application of an interested party, make an order, on such terms as the Court thinks fit, declaring the dissolution to have been void. All property and liabilities that the company had before being struck off would be reinstated. The Court is further empowered to give such directions and make such provisions as it sees fit for placing a company and all other persons in the same position as if the company had not been dissolved.
An application to reinstate a company (a Representation) must be made to the Judicial Greffier (the Greffier) by a person appearing to be interested (including a former shareholder, a beneficial owner, a director or a secretary of the company), within ten years of the date of dissolution.
The Jersey Financial Services Commission and the Income Tax Comptroller must both provide their consent to the Reinstatement.
The applicant will firstly need to find out from the JFSC what annual returns are outstanding, fees required for filing, late fees, interest and what the costs of considering the application will be and a draft of the Representation should also be sent to the JFSC for consideration.
We will also need to find out from the Comptroller whether there are any outstanding tax liabilities of the company. All outstanding annual returns, taxes, fees required for filing, late fees and interest should be paid to the JFSC and the Comptroller respectively before the application is lodged with Greffier.
Once the relevant consents are received, the Representation can be lodged with the Greffier. The Representation must include:
If the application is granted, a court order (an Act of Court) will be issued by the Royal Court. The Reinstatement will come into effect on the date the Act of Court is issued and the dissolution of the company will be declared void. The Royal Court has the power to include in the Act of Court such orders, give such directions and make such provisions to place the company in the same position as if it had not been dissolved.
The process is relatively quick and applications can often be processed and completed within 7 business days, provided that the Comptroller and Registrar are satisfied and have not raised any queries.
The Greffier will not re-instate a company unless all outstanding fees, interest, costs, taxes and any other amounts have been paid to the relevant Jersey authorities. Any outstanding annual returns and other outstanding documentary requirements must also be completed and filed.
The JFSC will also require:
• details of the beneficial owner(s) of the company's shares with their full name, date of birth, occupation and residential address and details of the Company's activities;
• confirmation that none of the beneficial owners(s) has, in any part of the world, been declared bankrupt or been a director of, or otherwise concerned in the management of, a company which has been subject to an insolvent liquidation or been the subject of a Judicial enquiry; and
• confirmation that no change in the beneficial ownership of the shares in the company is contemplated and that no agreement has been entered into for the sale, transfer or disposal of any interest legal or equitable) in, or rights attached to, any shares in the company and no options have been granted over the shares.
Once the steps referred to above are taken, an ex parte application can be brought before the Greffier.
The application (known as a Representation) may be brought in the name of any interested person, who could, for example, be a person who was, at the moment of striking off, a shareholder, beneficial owner or a director of the company.
The application needs to be supported by an affidavit sworn by the applicant which explains why the company was struck off and why it is necessary for the company to be reinstated.
If the JFSC is satisfied that all outstanding amounts have been paid and all outstanding filings have been made, and that it is satisfied with the information and confirmations provided, it will confirm to the Judicial Greffier that it has no objection to the re-instatement.
The draft Representation should include details of how the company came to be dissolved, why it is now required to be restored to the Register of Companies, and information concerning the current activities of the company. The Representation should be accompanied by the company's Annual Returns and fees. That amount includes payment of the Annual Returns together with the late filing fee, interest and the registry costs for considering the application
There will also be a Judicial fee charged by the Royal Court on the formal presentation of the application.
The Jersey registry will require: