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Jersey Company Law

Jersey Companies Law 1991 – Company Law

The Companies (Jersey) Law 1991  is the official document stating the regulations of a limited company incorporated in Jersey.

Company Name

The name of a limited company shall end –

  • With the word “Limited” or the abbreviation “Ltd”; or
  • with the words “avec responsabilité limitée” or the abbreviation “a.r.l”.84

A company which is registered with a name ending –

  • With the word “Limited” or the abbreviation “Ltd”; or
  • With the words “avec responsibility limitée” or the abbreviation “a.r.l”, may, in setting out or using its name for any purpose under this Law, do so in full or in the abbreviated form, as it prefers.

Registered Office and Registered Agent

A company shall at all times have a registered office in Jersey to which all communications and notices may be addressed.

Articles of Incorporation BVI Registered Office

There shall be delivered to the registrar, with the memorandum for a company which is to be formed, articles specifying regulations for the company.

The articles shall be in the English or French language, and shall –

  • Be printed
  • Be divided into paragraphs numbered consecutively.
  • The articles shall be signed by or on behalf of each subscriber of the memorandum, in the presence of at least one witness who shall attest the signature and insert his or her own name and address.
  • This Article is subject to Article 6.
  • If articles are permitted under the Electronic Communications (Jersey) Law 200070 to be delivered under paragraph (1) by way of electronic communication, any articles so delivered are not required to be printed
    nor to be signed in the presence of a witness.

Directors

A private company must have at least one director.

A person may not be a director of a company if the person –

  • Is an interdict; or
  • Is disqualified for being a director under this or any other enactment.

A body corporate shall not be a director of a company unless –

  • The body corporate is a company that is permitted under the terms of its registration under the Financial Services (Jersey) Law 1998216 to act as, or fulfil the requirements of, a director; and
  • The body corporate has no director that is a body corporate.217 (4A) An incorporated limited partnership shall not be a director of a company
  • A separate limited partnership shall not be a director of a company.219

Shareholders

Private limited companies may be formed by one or more shareholders, up to 30, who can be either natural or legal persons, residents or non-residents. Details of shareholders are publicly disclosed. Nominee shareholders are allowed.

Share Capital

There is no minimum capital requirement for a Jersey Private Limited Company. There is no statutory requirement for capital to be fully or partly paid on incorporation. Shares may be issued at par value or at a premium but may not be issued both types of shares. Shares may be registered shares, ordinary shares, preference shares, redeemable shares, non-redeemable shares and shares with or without voting rights. Bearer shares are not permitted.

Certificate of Good Standing BVI Registered Office

The Certificate of Good Standing confirms the Jersey company:

  • Has continued to exist since it was incorporated; and
  • No action is currently being taken to remove the company from the Register of Companies

Winding Up & Dissolution

Details of the procedure to be followed in each instance are set out below. References in this briefing to the “Law” are to the Companies (Jersey) Law 1991.

No Assets and No Liabilities

To summarily wind up a company that has no assets and no liabilities:

  • Each director must sign a statement of solvency (Commencement Statement) that, having made full enquiry into the company’s affairs, each director is satisfied that the company has no assets and no liabilities.
  • Within 28 days after the Commencement Statement has been signed by the last of the directors, a special resolution (Special Resolution) that the company be wound up summarily must be passed. The summary winding up formally commences upon the passing of the Special Resolution.
  • Within 21 days after the date of the passing of the Special Resolution, the Special Resolution, together with the Commencement Statement, must be filed with the Registrar of Companies. The company is dissolved by operation of law on registration of the Commencement Statement by the Registrar of Companies.

With Assets and No Liabilities

To summarily wind up a company that has assets and no liabilities:

  • Each director must sign a statement of solvency (Commencement Statement) that, having made full enquiry into the company’s affairs, each director is satisfied that the company has assets and no liabilities.
  • Within 28 days after the Commencement Statement has been signed by the last of the directors, a special resolution (Special Resolution) that the company be wound up summarily must be passed. The summary winding up formally commences upon the passing of the Special Resolution.
  • Within 21 days after the date of the passing of the Special Resolution, the Special Resolution, together with the Commencement Statement, must be filed with the Registrar of Companies.
  • On registration of the Commencement Statement by the Registrar of Companies, the company is required to distribute its assets among its members according to their rights or otherwise as provided by its memorandum or articles of association.
  • As soon as the company has completed the distribution of its assets, it is required to deliver to the Registrar of Companies a further statement (Completion Statement) signed by each director of the company (or by any liquidator) that each director (or the liquidator, as appropriate), having made full enquiry into the company’s affairs, is satisfied that the company has no assets and no liabilities. The company is dissolved by operation of law on registration of the Completion Statement.

With Assets and Liabilities Which Will be Discharged

To summarily wind up a company that will be able to discharge its liabilities in full within six months of the commencement of the winding up, or has liabilities that will fall due more than 6 months after the commencement of the winding up that it will be able to discharge in full as they fall due, or where both of the foregoing apply to the company:

Each director must sign a statement of solvency (the Commencement Statement) that, having made full enquiry into the company’s affairs, each director is satisfied that:

  • The company will be able to discharge its liabilities in full within six months of the commencement of the winding up; or the company has liabilities that will fall due more than 6 months after the commencement of the winding up that it will be able to discharge in full as they fall due; or both of the above apply to the company.
  • Within 28 days after the Commencement Statement has been signed by the last of the directors, a special resolution (Special Resolution) that the company be wound up summarily must be passed. The summary winding up formally commences upon the passing of the Special Resolution.
  • Within 21 days after the date of the passing of the Special Resolution, the Special Resolution, together with the Commencement Statement, must be filed with the Registrar of Companies.
  • After registration of the Commencement Statement by the Registrar of Companies, the company is required to satisfy its liabilities as they become due or within six months of the commencement of the winding up, as the case may be. If the directors of the company reasonably believe that the company is able to pay any remaining liabilities as they fall due, the company may then distribute its remaining assets among its members according to their rights or otherwise as provided by its memorandum or articles of association.
  • As soon as the company has completed the distribution of its assets, it is required to deliver to the Registrar of Companies a further statement (Completion Statement) signed by each director of the company (or by any liquidator) that each director (or the liquidator, as appropriate), having made full enquiry into the company’s affairs, is satisfied that the company has no assets and no liabilities. The company is dissolved by operation of law on registration of the Completion Statement.

Company Restoration BVI Registered Office

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

  • 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 liquidator of the company or
  • 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.

Application for Reinstatement

An application to reinstate a company must be made to the Judicial Greffier  by a liquidator of the company or any other 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 (JFSC) and the Income Tax Comptroller  must both provide their consent to the Reinstatement.

The applicant will firstly need to find out from the JFSC whether there are any annual returns outstanding, fees required for filing, late fees, interest and what the costs of considering the application will be. A draft of the Representation should also be sent to the JFSC for consideration. The applicant 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:

  • Details of how the company came to be dissolved or struck-off
  • Why the company needs to be restored to the Register of Companies
  • Information concerning the current activities of the company
  • Letters received by the applicant from the JFSC and the Comptroller confirming that they have no objection to the application.

The Representation needs to be signed by a Jersey advocate for and on behalf of the applicant or by the applicant. The Representation does not require an appearance before the Royal Court.

Reinstatement of the Company

If the application is granted, a court order 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. A copy of the Act of Court must be sent to the Companies Registrar for registration within 14 days.. 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.