Companies (Standard Table) (Jersey) Order 1992

Summary

This Order, made under the Companies (Jersey) Law 1991, sets out the Standard Table: a model set of articles of association for limited companies incorporated in Jersey. The Standard Table applies as the company's articles by default under Article 6 of the 1991 Law unless the company adopts its own bespoke articles that exclude or modify these provisions.

• Share capital and certificates: Default rules on issuing and redeeming shares, share certificates, and replacement of lost or defaced certificates.
• Liens, calls and forfeiture: Default provisions allowing the company a lien over partly paid shares, making calls on unpaid share capital, charging interest on unpaid calls, and forfeiting shares for non payment after notice.
• Transfers and transmission of shares: Standard mechanics for transferring shares, director discretion to refuse registration in specified circumstances, and rules for transmission on death or bankruptcy of a member.
• General meetings: Default notice periods (21 clear days for AGMs or special resolutions, 14 clear days otherwise), quorum requirements, and procedures for calling and conducting meetings and voting.
• Directors and administration: Default rules on number, appointment, removal, remuneration and proceedings of directors, use of the company seal, minutes, dividends, notices, winding up distributions and officer indemnities.

Because these are default model articles rather than mandatory conduct rules, the document does not itself impose ongoing regulatory reporting duties. Its practical effect is that any Jersey company that does not adopt its own articles (or that adopts articles which do not displace particular Standard Table regulations) is automatically governed by these default rules for that aspect of its internal management.

Key obligations

• A Jersey company that does not adopt bespoke articles of association is governed by the Standard Table's default rules for matters such as share transfers, calls, meetings, director proceedings and winding up distributions.
• Directors refusing to register a share transfer must send notice of the refusal to the transferor and transferee within 2 months of the instrument of transfer being lodged.
• General meetings for an AGM, a special resolution, or a resolution appointing a director must be called on at least 21 clear days' notice; other meetings require at least 14 clear days' notice, unless shortened by the specified member consents.

Applies to

companies incorporated under the Companies (Jersey) Law 1991, limited companies

Related documents

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