Guidance Note: Securities Issues by Jersey Companies

Summary

This JFSC guidance note explains how the Commission reviews and grants consent for securities issues by Jersey incorporated companies and Jersey Limited Liability Companies under the Control of Borrowing (Jersey) Order 1958 (COBO), and how the Registrar of Companies handles Prospectus consents under the Companies (General Provisions) (Jersey) Order 2002 (CGPO). It is guidance only and has no authority in law, but it sets out the practical requirements, review stages, timescales and fees that applicants should expect, plus the substantive matters (issuer structure, investor protection, disclosure) the JFSC will examine.

• Applicability: Jersey companies and LLCs requiring consent under Articles 4 or 4A of COBO for a securities issue (single issue or programme basis), and Prospectuses subject to the CGPO.
• Consent process: Four stages: preliminary discussions, initial review (via myJFSC submission), document review (final draft information document plus completed checklist), and registration/consent.
• Digital submission: From February 2026 the securities issues checklist and the CGPO form are available online via myJFSC.
• Timescales: JFSC normally responds within five working days at the initial review stage, and allows at least five working days at the document review stage; combined reviews also target five days.
• Fees: Effective 1 January 2025, charges apply both for a COBO consent to issue securities and for a Registrar's consent to issue a Prospectus; invoices are issued on submission and fees must be settled before consent is granted.
• Filing after issue: A final printed copy of the information document/Prospectus (and, if applicable, a certified English translation) must be filed with JFSC confirming it matches the agreed draft; if circulation is permitted on a signed proof, the final printed copy must follow within fourteen days.
• Issuer and accounts requirements: Boards must include at least one natural person director; public companies must file audited accounts and make them available free to security holders; non-public issuers with unaudited accounts must include a warning and give holders of 10% of securities the right to require an audit, subject to listed exemptions.
• Ongoing consent conditions: Typical COBO consents require notifying JFSC of material changes or changes in ownership, immediate notice of default, an annual confirmation of no breaches alongside the Annual Return, and a prescribed JFSC liability-protection statement in offering documents.

The guidance also lists the specific information JFSC wants on the issue itself (security type, purpose, status, ratings, listing, denomination), the parties involved, investor protection measures (limited recourse, guarantees, credit enhancement, custody), application of proceeds and funding/repayment arrangements, and standards for the content of information documents.

Key obligations

• Companies and LLCs must obtain JFSC consent under COBO before issuing securities that fall within Article 4 or 4A.
• Where a public offer/Prospectus is involved, a Memorandum of Compliance with the CGPO Schedule requirements must accompany the draft Prospectus for Registrar consent.
• A final printed copy of the information document (or Prospectus), confirmed as substantially the same as the agreed draft, must be filed with the JFSC after consent.
• If a foreign-language information document is used, both the final printed foreign-language version and a director-certified English translation must be filed.
• If circulation is permitted on the basis of a signed proof, the final printed and signed copy of the Prospectus must be filed within fourteen days.
• All applicable fees for COBO consent and/or Registrar consent must be settled before consent is issued.
• The board of the issuing company must include at least one director who is a natural person.
• Public companies must file audited accounts with the Registrar and make them available free of charge to security holders.
• Non-public issuers preparing unaudited accounts must include an explicit warning in the information document and provide constitutive document provisions allowing 10% of security holders (by value) to require an audit, unless a listed exemption applies.
• Directors (or the issuer) should state in the information document that they have taken reasonable care over the accuracy and completeness of its contents and accept responsibility accordingly, except where inappropriate (e.g. direct subscription arrangements).
• Under standard COBO consent conditions, the board must notify JFSC of material changes, obtain prior approval for changes in ownership, immediately advise JFSC of any default, and provide an annual confirmation of no breaches alongside the Annual Return.

Applies to

Jersey incorporated companies, Jersey established Limited Liability Companies, issuers of securities (including orphan companies), public companies, corporate administrators involved in securities issues

Deadlines

• From February 2026: Checklist for securities issues by Jersey companies made available online via myJFSC.
• From February 2026: CGPO form made available on myJFSC.
• Effective 1 January 2025: Charge introduced for issue of a COBO consent to issue securities.
• Effective 1 January 2025: Charge introduced for a Registrar's consent to issue a Prospectus.
• Within fourteen days: Final printed and director-signed copy of the Prospectus/information document must be filed after circulation on a signed proof copy.
• Within five working days: Typical JFSC response time at the initial review stage of a COBO/CGPO application.
• At least five working days: Time JFSC allows at the document review stage before issuing comments on draft documentation.