Control of Borrowing (Jersey) Order 1958

Summary

This is Jersey's Control of Borrowing (Jersey) Order 1958, the foundational Order under which the Jersey Financial Services Commission (JFSC) controls the raising of money, issuance of shares and securities, and offers of securities or fund interests in or into Jersey. It requires Commission consent for a wide range of capital-raising and constitutional activities by bodies corporate, partnerships, limited liability partnerships and limited liability companies, subject to specified exemptions (such as small numbers of holders or de minimis amounts raised).

• Raising money / issuing shares: Non-Jersey bodies corporate must not raise money in Jersey by issuing shares, and Jersey bodies corporate must not issue shares or admit new members, without Commission consent, subject to a de minimis threshold (currently 50,000 pounds or equivalent raised in 12 months) and a 10-holder exemption.
• Issuing other securities: Bodies corporate and limited liability companies must obtain Commission consent to issue securities (other than shares/LLC interests) registered in or issued under Jersey law, unless exemptions apply (10 or fewer holders, or securities issued solely to secure ordinary-course bank borrowing).
• Continuance in Jersey: A certificate of continuance for an external body corporate or limited liability company cannot be issued unless the Commission has consented to the securities, debentures or LLC interests remaining in issue on continuance.
• Employee share options: Grants of options to bona fide employees (and certain family members) do not require Commission consent, provided the specified conditions on connected companies are met.
• Foreign prospectuses and offers: A person must not circulate in Jersey any offer for subscription, sale or exchange of foreign government or foreign body corporate securities, or units of a non-Jersey unit trust scheme, without Commission consent, unless the offer is not a public offer, is valid in the UK or Guernsey, or the body/scheme has no relevant connection to Jersey; special rules apply where the offer is made to retail investors, a category newly defined in Part A1.
• Unit trusts, limited partnerships, LLPs and LLCs: Establishing or operating Jersey unit trusts, limited partnerships with limited partners, limited liability partnerships and limited liability companies is likewise subject to Commission consent requirements under the relevant Articles, with associated fees payable under Article 12A.

The Order has been amended many times since 1958, most recently by the Control of Borrowing (Jersey) Amendment Order 2026, which took effect 13 April 2026 and inserted the new retail investor definition, transitional provisions for consents granted before that date, and other refinements. Practitioners should consult the consolidated text for the exemptions and definitions applicable to their specific structure.

Key obligations

• A non-Jersey body corporate must obtain Commission consent before raising money in Jersey through the issue of shares, unless the amount raised (with amounts raised in the preceding 12 months) does not exceed 50,000 pounds or its currency equivalent.
• A Jersey body corporate must obtain Commission consent before issuing any shares or admitting any person to membership other than by issue or transfer of shares.
• A body corporate or limited liability company must obtain Commission consent before issuing securities (other than shares or LLC interests) registered in Jersey or issued under Jersey law, unless the number of registered holders does not exceed 10 or the securities solely secure ordinary-course bank borrowing.
• An external body corporate or limited liability company must obtain Commission consent to keep its shares, debentures, LLC interests or other securities in issue before a certificate of continuance in Jersey can be granted.
• A person must obtain Commission consent before circulating in Jersey any offer for subscription, sale or exchange of foreign government securities, foreign body corporate securities, or units of a non-Jersey unit trust scheme, unless the offer falls within a stated exemption (not a public offer, valid in the UK/Guernsey, or no relevant connection to Jersey).
• Establishment or operation of Jersey limited partnerships with limited partners, limited liability partnerships and limited liability companies requires Commission consent under the relevant Articles, together with payment of applicable fees under Article 12A.

Applies to

bodies corporate (Jersey and non-Jersey incorporated), limited partnerships with limited partners, limited liability partnerships, limited liability companies, unit trust schemes, foreign issuers/offerors of securities or fund interests circulating offers in Jersey, retail investors (as a defined class relevant to exemptions)

Deadlines

• 13 April 2026: Effective date of the Control of Borrowing (Jersey) Amendment Order 2026, which inserted the retail investor definition (Part A1), amended the foreign prospectus provisions, and added transitional Article 14A covering consents granted before this date.

Related documents

• This document is made under Control of Borrowing (Jersey) Law 1947
• Repeal of the control of borrowing framework (2025-07-11) repeals this document
• Limited Liability Partnerships (Jersey) Law 2017 amends this document