Foundations (Winding up) (Jersey) Regulations 2009

Summary

These Regulations, made under Article 56 of the Foundations (Jersey) Law 2009, set out the detailed procedures for winding up and dissolving a Jersey foundation. They cover voluntary dissolution under the foundation's charter, solvent and insolvent (creditors') winding up, dissolution for non payment of the annual fee, winding up on just and equitable grounds by the Royal Court, and the disposal of assets and records after dissolution.

• Voluntary winding up: Where a foundation's charter provides for winding up on an event, expiry of a period, or application by a specified person, the qualified council member must notify the registrar and may certify solvency.
• Solvent winding up (Chapter 2): The foundation continues in existence, must disclose in communications that it is being wound up, and a liquidator may be appointed by the council or guardian; the foundation is dissolved once a no assets/no liabilities certificate is registered.
• Insolvency during winding up: If the foundation is found not solvent, the member or liquidator must call a creditors' meeting, advertise it in the Jersey Gazette, and the winding up converts to a creditors' winding up.
• Creditors' winding up (Chapter 3): Governs meetings of creditors, appointment, replacement and duties of the liquidator, disclaimer of onerous property, voidable transactions at an undervalue, preferences, extortionate credit transactions, and personal liability of council members for wrongful or fraudulent conduct.
• Dissolution for non payment of fees: A foundation can be dissolved by the registrar for failing to pay its annual fee or an additional amount (Part 3).
• Just and equitable winding up: The Royal Court may wind up a foundation on just and equitable grounds on application by a person with standing (Part 4).
• Post dissolution matters: Provisions govern disposal of remaining assets and records after dissolution, and the Royal Court's power to declare a dissolution void within 10 years.

The Regulations impose specific notification, meeting and reporting timeframes on qualified council members, liquidators and the registrar, backed by criminal penalties (including imprisonment for the most serious breaches, such as making certifications without reasonable grounds).

Key obligations

• The qualified member of the council must notify the registrar within 28 days that the winding up event has happened, the period has expired, or the application has been made.
• A qualified member or liquidator must not sign and deliver a solvency or no assets/no liabilities certificate to the registrar without reasonable grounds for believing it correct (penalty: imprisonment up to 2 years and a fine).
• A solvent foundation being wound up under Chapter 2 must state in all written communications, including electronic ones, that it is being wound up.
• If the foundation is found insolvent during a Chapter 2 winding up, the member or liquidator must, within 28 days, give creditors notice of a meeting to be held in Jersey between 14 and 28 days after the notice, and advertise the meeting in the Jersey Gazette at least 10 days beforehand.
• In a creditors' winding up (Chapter 3), the qualified member must give creditors notice of a meeting within 14 days of notifying the registrar, with the meeting held between 14 and 28 days after that notice.
• A liquidator appointed under Chapter 3 must gather in and distribute the foundation's assets in a timely manner.
• A liquidator appointed under Chapter 3 must give each creditor notice of the appointment within 14 days of being appointed.
• If a Chapter 3 winding up continues beyond 12 months, the liquidator must call an annual creditors' meeting within 3 months after each 12 month anniversary and present an account of the winding up.
• A foundation being wound up under Chapter 3 must state in its written communications, including electronic ones, that it is being wound up under that Chapter.
• Records of a dissolved foundation must not be destroyed if the Commission directs their retention, for a period of up to 10 years from dissolution.
• A person applying to void a foundation's dissolution must do so within 10 years of the dissolution, and must deliver the Act of the Royal Court to the registrar within 28 days of the order (or such longer period as the Court allows).

Applies to

foundations, qualified members of a foundation's council, liquidators, guardians of a foundation, creditors of a foundation, registrar

Deadlines

• 28 days: Qualified member must notify the registrar after the winding up event, expiry of period, or application occurs.
• 28 days: Member or liquidator must give creditors notice of a meeting once insolvency is identified during a solvent winding up.
• between 14 and 28 days after notice: Creditors' meeting must be held within this window after notice is given.
• not less than 10 days before the meeting: Notice of the creditors' meeting must be advertised in the Jersey Gazette.
• 14 days: Qualified member must give creditors notice of the initial meeting after delivering notice to the registrar in a creditors' winding up.
• 14 days: Liquidator appointed under Chapter 3 must give each creditor notice of the appointment.
• within 3 months after each 12 month anniversary of the winding up: Liquidator must call an annual creditors' meeting if the Chapter 3 winding up continues beyond 12 months.
• 10 years from dissolution: Period within which an application may be made to the Royal Court to declare a foundation's dissolution void, and maximum period the Commission may direct records be retained.
• 28 days after the order: Person on whose application a dissolution is declared void must deliver the Act of the Royal Court to the registrar.

Related documents

• This document is made under Foundations (Jersey) Law 2009