Circulation in Jersey of offers to retail investors by foreign domiciled persons

Summary

This JFSC guidance explains when a foreign domiciled person must obtain the JFSC's prior consent before circulating an offer for subscription, sale or exchange of securities (including unit trust units and interests in partnerships or LLCs) to Retail Investors in Jersey. The requirement stems from the Control of Borrowing (Jersey) Order 1958 (COBO), as amended by the Control of Borrowing (Jersey) Amendment Order 2026, and is separate from any restrictions under the Collective Investment Funds (Jersey) Law 1988.

• Consent trigger: Circulating an offer to Retail Investors in Jersey for securities, unit trust interests, or LP, LLP or LLC interests not formed under Jersey law requires JFSC consent unless an exemption applies (Articles 8, 10(1)(c), 11(1)(c), 11A(1)(c) of COBO).
• Exemptions: Limited exemptions exist under Article 8 where the offer is not to the public and is valid in the UK or Guernsey (and circulated similarly there), provided there is no relevant connection with Jersey (eg local management, control, directors, or business links). No exemption currently exists under Article 10(1)(c).
• Applying for consent: Where no exemption applies, applications for consent must be submitted via the myJFSC portal, and the prospectus must meet generally accepted international practice for investor disclosure, including a statement of responsibility and all material information.
• Assessment criteria: The JFSC assesses whether the offer protects Jersey's commercial and financial integrity and economic interests, and whether the issuer and associated parties are acceptable, applying the same criteria as would apply to a Jersey issuance; for funds it has regard to the Schedule to the Collective Investment Funds (Certified Funds - Prospectuses) (Jersey) Order 2012, and for other securities to the Schedule to the Companies (General Provisions) (Jersey) Order 2002.
• Transitional treatment: Existing COBO consents were not revoked by the 13 April 2026 COBO amendments; conditions requiring JFSC approval for material changes or further offers remain in force where retail investors remain involved, but approval is deemed granted without notification where an offer is now made only to non-retail investors.

The guidance is informational and policy based, clarifying existing statutory consent requirements and JFSC expectations rather than introducing new obligations beyond those already in COBO and related Orders.

Key obligations

• Foreign domiciled persons must obtain JFSC consent before circulating an offer for subscription, sale or exchange of securities, unit trust interests, LP, LLP or LLC interests to Retail Investors in Jersey, unless a statutory exemption applies.
• Applications for consent must be submitted via the myJFSC portal.
• Prospectuses submitted for consent must meet generally accepted international practice for investor disclosure, including a statement of responsibility and all material information reasonably required by Retail Investors and their advisers.
• Holders of existing COBO consents must continue to obtain JFSC approval for material changes or further offers where the offer is still made to retail investors in Jersey.
• No exemption is available for offers of LP interests under Article 10(1)(c), so consent must always be sought for such offers.

Applies to

foreign domiciled persons/issuers not incorporated or established in Jersey, companies not incorporated under Jersey law, unit trust schemes not governed by Jersey law, limited partnerships (LP), limited liability partnerships (LLP) and limited liability companies (LLC) not formed or registered under Jersey law, promoters and issuers offering securities to retail investors in Jersey, collective investment schemes and funds

Deadlines

• 13 April 2026: Date on which amendments were made to the COBO (Control of Borrowing (Jersey) Amendment Order 2026); existing COBO consents remain valid and their conditions continue to apply after this date.