Companies (Exemptions) (Jersey) Order 2014

Summary

This Order, made under the Companies (Jersey) Law 1991, carves out specific exemptions for certain fund vehicles structured as companies. It removes the application of some company law provisions to funds that existed before the Order commenced, and sets out a procedure allowing certain closed certified funds to disapply the statutory audit requirement.

• Non application of Article 74(3) to (5): These provisions of the Companies (Jersey) Law 1991 do not apply to a company that, immediately before the Order commenced, was a scheme akin to a collective investment fund (but not offering units to the public), a certified fund, a recognized fund, or an unregulated fund.
• Audit disapplication for certified funds: A company that is a certified fund may disapply the requirement to appoint an auditor for a financial period if no units were issued to anyone other than persons connected with the fund's establishment or promotion, in that period and any preceding period.
• Resolution procedure: To disapply the audit requirement, all members entitled to vote must pass the resolution; a printed copy must be attached to the memorandum or articles issued afterwards, provided to members on request (subject to a permitted fee), and delivered to the registrar within 21 days of being passed. The disapplication takes effect only once delivered to and recorded by the registrar.

The Order took effect on 1 August 2014 and remains in force; the version summarised here is the official consolidated text current from 1 January 2019.

Key obligations

• A certified fund company relying on the audit disapplication must have the relevant resolution passed by all members entitled to vote in a general meeting.
• A printed copy of the resolution must be embodied in or annexed to every copy of the memorandum or articles issued after the resolution is passed.
• The company must forward a copy of the resolution to any member who requests it, on payment of any permitted fee.
• The company must deliver a copy of the resolution to the registrar within 21 days after it is passed for the audit disapplication to take effect.

Applies to

companies incorporated under the Companies (Jersey) Law 1991, certified funds, recognized funds, unregulated funds, collective investment fund vehicles structured as companies

Deadlines

• within 21 days after it is passed: The resolution to disapply the audit requirement must be delivered to and recorded by the registrar within this period; the disapplication takes effect from the date of delivery.

Related documents

• This document is made under Companies (Jersey) Law 1991