Control of Borrowing (Jersey) Law 1947

Summary

This is Jersey's long-standing foundational law giving the Jersey Financial Services Commission (via Ministerial Orders made on its recommendation) control over borrowing, share and security issues, and related capital-raising activity in Jersey. It does not itself set out detailed rules but creates the framework under which Orders can require Commission consent for specified transactions, and it sets out enforcement, appeal and penalty provisions that apply once such Orders are in force.

• Transactions that can be regulated by Order: Borrowing money in Jersey secured by a hypothec on Jersey real property, or where borrowing (aggregated over the previous 12 months) exceeds £10,000; raising money by a body corporate issuing shares; issue of shares, debentures or other securities by Jersey-incorporated bodies or securities registered in Jersey; issue of securities by certain foreign Governments registered in Jersey; admission of members to a Jersey-incorporated body; issue of certificates of continuance to bodies incorporated abroad; and circulation in Jersey of offers for subscription, sale or exchange of foreign securities.
• Consent mechanics: Orders may allow the Commission to grant, condition, vary, limit, revoke or refuse consents, and to require payment of published fees; the Commission must have regard to protecting Jersey's commercial and financial integrity and Jersey's economic interests.
• Extended scope: The same consent regime applies to units under unit trust schemes, partnership interests under limited partnerships and limited liability partnerships, and LLC interests under limited liability companies.
• Enforcement: Contravention of an Order made under the Law is an offence punishable by up to 5 years' imprisonment, a fine, or both; the Commission can direct persons to furnish information or produce documents, and the Bailiff can issue search warrants where documents are withheld.

The Law also gives affected persons procedural rights: they can require the Commission to give written reasons for adverse consent decisions, and can appeal such decisions to the Royal Court. Variations, new conditions or revocations of consents are subject to a delay before taking effect, and the Commission, States and Minister (and their officers) have a bad-faith-only liability shield for acts under the Law.

Key obligations

• Persons or bodies undertaking a transaction covered by an Order made under this Law (e.g. borrowing over £10,000 in aggregate within 12 months, issuing shares/securities, admitting members, circulating offers of foreign securities, or obtaining a certificate of continuance) must obtain the Commission's consent, which may be conditional.
• Holders of a consent must comply with any conditions attached to it, including any varied or newly attached conditions, and any fees prescribed under Article 15(5) of the Financial Services Commission (Jersey) Law 1998.
• A person given a direction by the Commission must furnish information or produce documents within the time and manner specified, subject to a privilege against self-incrimination and legal professional privilege.
• An applicant or consent holder who wishes to challenge a refusal, condition, variation or revocation must request written reasons from the Commission within 30 days of notification.
• A person aggrieved by a Commission decision may appeal to the Inferior Number of the Royal Court within 90 days of notification of the decision.
• A variation, new condition or revocation of a consent does not take effect until 3 months after written notice is given (or until any appeal is determined/abandoned, if later), unless the consent holder requests earlier effect.

Applies to

bodies corporate (Jersey-incorporated and foreign), limited liability companies, limited liability partnerships, limited partnerships (including separate and incorporated limited partnerships), persons borrowing money in Jersey, issuers of shares, debentures or other securities registered in Jersey, unit trust schemes, foreign Governments issuing securities registered in Jersey, persons circulating offers of foreign securities in Jersey

Deadlines

• 30 days: Period within which an applicant or consent holder must give written notice requiring the Commission to furnish reasons for an adverse decision; a notice given after this period has no effect.
• 90 days: Period within which a person aggrieved by a Commission decision may appeal to the Inferior Number of the Royal Court after notification of the decision.
• 3 months: Minimum period after written notice before a variation, new condition, or revocation of a consent takes effect (unless the consent holder requests earlier effect, or an appeal remains undetermined).
• previous 12 months (rolling): Aggregation period used to determine whether borrowing by the same person exceeds the £10,000 threshold triggering the consent requirement.

Related documents

• Repeal of the control of borrowing framework (2025-07-11) repeals this document
• Control of Borrowing (Jersey) Order 1958 is made under this document