Companies (Jersey) Law 1991

Summary

This is the official consolidated text of Jersey's principal companies statute, which governs the formation, structure, governance, financing, reorganisation and dissolution of companies incorporated in Jersey. The version shown is current as at 24 June 2026 and reflects numerous amending laws and regulations made since 1991. It is a very long, wide-ranging act rather than a single narrow rule, so it operates as the backbone of Jersey company law across the whole life cycle of a company.

Formation and structure: Rules on incorporation, memorandum and articles, company names, and the different company types (public, private, limited, unlimited, par value, no par value, guarantee, limited life and cell companies).
Shares and membership: Requirements for share capital, share registers, share certificates, class rights, redemption and purchase of own shares, and reduction of capital (including solvency statement requirements).
Governance: Duties and disqualification of directors, appointment of secretaries, conduct of members' meetings, written resolutions, and record keeping of minutes and resolutions.
Accounts and audit: Obligations to keep accounting records, prepare and deliver accounts to the registrar, and rules on appointment, independence and duties of recognised auditors.
Distributions, takeovers and reorganisations: Restrictions on distributions, takeover offer and squeeze-out/buy-out procedures, compromises and arrangements, statutory mergers, demergers and continuance of companies into or out of Jersey.
Investigations and remedies: Powers for the Jersey Financial Services Commission or the Minister to appoint inspectors, apply to court on unfair prejudice grounds, and apply to court on economic substance grounds.
Insolvency and administration: Detailed regimes for administration orders, summary winding up, creditors' winding up, liquidators' powers and duties, transactions at an undervalue, preferences, wrongful and fraudulent trading.

Because the law is administered and enforced primarily through the Jersey registrar of companies function and the Jersey Financial Services Commission, compliance officers dealing with Jersey-incorporated entities should treat this Law as the primary source for incorporation, ongoing filing, governance and winding-up requirements, supplemented by subordinate Orders and Regulations made under it.

Key obligations

Deliver required constitutional documents (memorandum and articles) to the registrar on formation and register any subsequent alterations
Maintain and keep available for inspection a register of members and a register of directors and secretaries
Maintain proper accounting records and retain them for the prescribed period
Prepare accounts and deliver copies of accounts to the registrar as required under Part 16 (subject to exemptions for equivalently regulated companies)
Hold an annual general meeting unless exempted, and comply with statutory notice and resolution procedures
Directors must disclose interests in transactions with the company and comply with statutory duties and disqualification provisions
Cell companies must deliver an annual confirmation statement in respect of their cells
Obtain and file a solvency statement before certain capital reductions, share redemptions/purchases, distributions or mergers where required
Notify the Commission or registrar of prescribed changes (e.g. registered office, directors, secretary) and ensure correspondence bears required particulars
Comply with Commission consent and notification requirements for mergers, continuance and matters involving recognised auditors

Applies to

Jersey incorporated companies (public and private), limited and unlimited companies, par value and no par value companies, guarantee companies, limited life companies, cell companies and protected cell companies, company directors and secretaries, recognised auditors, liquidators and administrators, company members/shareholders

Companies (Jersey) Law 1991

Summary

Key obligations

Applies to

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