Registered office requirements (Guidance Note, February 2024)

Summary

This guidance note from the Jersey Financial Services Commission explains the registered office requirements under the Companies (Jersey) Law 1991 and equivalent provisions for other Jersey legal entities. It sets out when and how a company must maintain, change, or defend the use of its registered office, and the process that follows if an occupier objects to their premises being used as a registered office.

• Registered office requirement: A company must have a registered office in Jersey at all times, and the occupier of those premises must authorise their use for that purpose.
• Records to keep: The register of members, register of directors and secretary, and minutes of general and shareholders meetings must be kept at the registered office (with further detail and penalties in Appendix 1).
• Changing registered office: A company changing its registered office must notify the registrar (Article 67(5)); the change only takes effect once registered, and the registrar can refuse registration if not satisfied the occupier has authorised the use.
• Objection process: An occupier can file a notice of objection (form C14A) if it no longer authorises use of its premises as the registered office; the registrar will then notify the company, which has 14 days to change its registered office (Article 67(6)).
• Confirmation of no objection: Registry may ask an occupier to file form C14B confirming they have no objection to continued use of their premises as the registered office.
• Appeal rights: A company may appeal to the court within 28 days of receiving a registrar's notice regarding non-authorisation of its registered office (Article 67B).
• Other entity types: Limited liability partnerships, separate limited partnerships, incorporated limited partnerships, limited liability companies and limited partnerships have almost identical registered office provisions; foundations instead have a business address, which is the business address of their qualified member.
• Foundations' qualified member: A foundation must have a qualified member registered to carry on trust company business under category OA, and must appoint a new qualified member as soon as reasonably practicable if the existing one retires, dies or otherwise ceases to act.

Key obligations

• A company must maintain a registered office in Jersey at all times, with the occupier's authorisation for its use.
• A company must keep the register of members, register of directors and secretary, and minutes of general and shareholders meetings at its registered office.
• A company changing its registered office must give notice to the registrar under Article 67(5), and the change takes effect only once registered.
• On receiving a registrar's notice that the registered office is no longer authorised, a company has 14 days to change its registered office (Article 67(6)).
• A company may appeal a registrar's decision to the court within 28 days of receiving the relevant notice (Article 67B).
• An occupier objecting to use of their premises as a registered office must file a notice of objection using form C14A.
• An occupier confirming no objection to continued use of their premises may be asked to file form C14B.
• A foundation must appoint a new qualified member as soon as reasonably practicable when the existing qualified member retires, dies or otherwise ceases to act.

Applies to

companies, limited liability partnerships, separate limited partnerships, incorporated limited partnerships, limited liability companies, limited partnerships, foundations, trust company businesses (occupiers of registered office premises)

Deadlines

• 14 days: Company must change its registered office within 14 days of receiving the registrar's notice that the address is no longer authorised (Article 67(6)).
• 28 days: Company's right of appeal to the court must be exercised within 28 days of receiving the registrar's notice (Article 67B).
• as soon as reasonably practicable: A foundation must appoint a new qualified member as soon as reasonably practicable after the existing member retires, dies or otherwise ceases to act.