Companies (Jersey) Law 1991

Summary

This is Jersey's principal companies statute, governing the formation, structure, governance, capital, accounts, and dissolution of companies incorporated in Jersey. It is a large, long-standing act that has been amended many times and is shown here in its current consolidated form; the document text available for this summary is mainly the table of contents and amendment history rather than full article text, so the summary below describes structure and general obligations rather than precise operative wording.

Formation and structure: Rules on incorporation, memorandum and articles of association, public/private status, par value and no par value companies, guarantee companies, limited-life companies and cell companies.
Share capital and membership: Provisions on share issue, classes of shares, redemption and purchase of own shares, capital reduction (including solvency statements), the register of members, and share certificates.
Governance: Requirements for directors and secretaries, directors' duties and disclosure of interests, disqualification, company meetings, annual general meetings, resolutions and minutes.
Accounts and audit: Duties to keep accounting records, prepare and deliver accounts to the registrar, and appoint and regulate recognized auditors, with an exemption regime for equivalently regulated companies.
Distributions, takeovers, mergers and continuance: Rules restricting distributions, governing takeover offers and squeeze-out/sell-out rights, permitting mergers, demergers and continuance of companies into or out of Jersey.
Investigations and enforcement: Powers for the Jersey Financial Services Commission and the court to appoint inspectors, act on unfair prejudice petitions, and apply the economic substance test.
Insolvency and dissolution: Detailed regimes for administration orders, summary winding up, creditors' winding up, disclaimer of onerous property, wrongful and fraudulent trading, transactions at an undervalue, and liquidator duties.

Because the supplied text is largely the contents listing and a log of amending instruments rather than the substantive articles, specific procedural deadlines and numeric time limits (for example filing periods or notice periods) cannot be confirmed from this excerpt and are not reproduced here; readers should consult the full consolidated articles via the source link for exact requirements.

Key obligations

Companies must deliver prescribed formation documents (memorandum and articles) to the registrar and maintain them as constitutional documents.
Companies must maintain a register of members and, where applicable, a register of directors and secretaries.
Companies must keep proper accounting records and deliver accounts to the registrar, subject to exemptions for equivalently regulated companies.
Companies must appoint auditors (unless exempt) who must meet independence and eligibility requirements under the recognized auditor regime.
Directors must disclose interests in transactions and comply with statutory duties, with consequences and possible disqualification for breach.
Companies proposing capital reductions, distributions, redemptions or purchases of shares must comply with solvency statement and related procedural requirements.
Companies undertaking mergers, demergers or continuance into or out of Jersey must follow the prescribed approval, notice-to-creditors and Commission consent procedures.
Liquidators and administrators must perform statutory duties (reporting, distribution of assets, cooperation with the court and creditors) during winding up or administration.

Applies to

Jersey companies (public and private, limited and unlimited, par value and no par value), cell companies and protected cell companies, company directors and secretaries, company members/shareholders, recognized auditors, liquidators and administrators, the Jersey Financial Services Commission (as regulator/enforcement body)

Companies (Jersey) Law 1991

Summary

Key obligations

Applies to

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