Companies (General Provisions) (Jersey) Order 2002

Summary

This Jersey Order sets out general administrative requirements under the Companies (Jersey) Law 1991, covering additional particulars needed on company registration, the regime for circulating prospectuses, and rules on who may act as a liquidator or administrator of Jersey companies, including a statutory demand procedure used before winding up. It has been amended multiple times, most recently in 2026, and this consolidated version reflects the current in force text.

• Company registration: The statement delivered to the registrar with the memorandum of association must state the company's name, whether it is public or private, and (for public companies) the period covered by its first statutory accounts.
• Prospectuses: Sets out which offers of securities are covered (with exemptions for regulated funds, employee share schemes, and certain admissions to trading) and requires that any prospectus circulated in or from Jersey contain prescribed information and statements, be lodged with the registrar together with signed copies, and receive the registrar's consent before circulation.
• Liquidators and administrators: Only individuals registered on the Viscount's Register of Approved Liquidators and Administrators (or registered as a non-Jersey liquidator/administrator acting jointly with a Jersey-resident registrant) may act as liquidator or administrator of a public company, a company in administration, or a company being wound up. Registration requires Jersey residence (or joint appointment), specified professional qualifications/experience, and bonding (a general bond of £750,000 plus a specific bond of £5,000 to £5,000,000 per appointment), and lasts one year before re-registration is needed.
• Oversight of liquidators/administrators: The Viscount may investigate a liquidator's or administrator's conduct on complaint or own initiative, require information, documents and reports, and apply to the Court for relief; affected liquidators/administrators may seek reconsideration of Viscount decisions.
• Statutory demand: Prescribes the form and minimum sum for a statutory demand and provides that a company has a set period after service to pay or otherwise contest the debt before a creditor may apply to the Royal Court to wind it up.

The Order does not itself impose ongoing supervisory fees or reporting to the JFSC, but interacts with the Companies (Jersey) Law 1991 registration, prospectus and insolvency regime administered via the Jersey registrar and the Viscount's Department.

Key obligations

• A statement delivered to the registrar with a company's memorandum of association must include the company's name, whether it is public or private, and (for public companies) the period to which its first statutory accounts will relate
• No person may circulate a prospectus in Jersey, and no company may circulate or procure circulation of a prospectus outside Jersey, unless it contains the prescribed information and statements, signed copies (including any report) have been delivered to the registrar, and the registrar has given consent
• Only individuals entered on the Register of Approved Liquidators and Administrators (or registered as non-Jersey liquidator and administrator acting jointly with a Jersey-resident registrant) may be appointed liquidator or administrator of a public company, a company in administration, or a company being wound up
• Persons seeking registration as an approved liquidator and administrator must be ordinarily resident in Jersey (or qualify as a non-Jersey liquidator and administrator), hold specified professional qualifications, maintain a general bond of £750,000 plus a specific bond of between £5,000 and £5,000,000 per appointment, and pay a registration/re-registration fee of £800
• A registered liquidator or administrator must notify the Viscount within 21 days of any change of circumstances that disqualifies them from registration
• Registration as an approved liquidator and administrator or non-Jersey liquidator and administrator expires after 1 year and must be renewed by re-application
• A liquidator or administrator seeking reconsideration of a Viscount decision must give notice in writing within 21 days of being notified of the decision
• A creditor serving a statutory demand must allow the company 21 days after service before applying to the Royal Court to wind up the company

Applies to

Jersey companies (public and private), persons circulating prospectuses relating to securities or membership of a company, liquidators and administrators of Jersey companies, the Viscount's Department, creditors seeking to wind up a company

Deadlines

• 21 days: A registered liquidator or administrator must notify the Viscount within 21 days of any change of circumstances that disqualifies them from registration
• 1 year: Registration as an approved liquidator and administrator or non-Jersey liquidator and administrator expires after 1 year and requires re-registration
• 21 days: A liquidator or administrator must give notice in writing within 21 days of the date notice of a Viscount decision was given, to request reconsideration
• 21 days after service: A company has 21 days after service of a statutory demand before the creditor may apply to the Royal Court of Jersey to wind up the company

Related documents

• This document is made under Companies (Jersey) Law 1991
• Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012 amends this document
• Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020 amends this document