company law

Who is caught

The instruments indexed here form the core of Jersey company and corporate-vehicle law administered through the JFSC, the registrar of companies and (for insolvency matters) the Viscount. They regulate the formation, governance, capital-raising, transparency and winding up of a broad range of Jersey vehicles, together with related activities such as takeovers, auditing and business-name registration.

Corporate and partnership vehicles

• Companies: Companies incorporated under the Companies (Jersey) Law 1991 are governed by subordinate Orders and Regulations on registration particulars, prospectuses, model articles, GAAP, audit, demerger, uncertificated and listed-share transfers, and liquidator regulation.
• Foundations: The foundation is a distinct corporate vehicle under the Foundations (Jersey) Law 2009, with separate Regulations on continuance, mergers and winding up.
• Partnerships: Limited partnerships, incorporated limited partnerships and separate limited partnerships each have their own founding Law and supporting Orders/Regulations, as do limited liability partnerships.
• LLCs: Limited liability companies feature as regulated vehicles under the disclosure and control-of-borrowing regimes.

Transparency and capital-raising

• Disclosure regime: The Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 and its Order and Regulations apply to Jersey companies, foundations, incorporated limited partnerships, LLCs, LLPs and separate limited partnerships, requiring beneficial ownership and significant person disclosure to the JFSC.
• Control of borrowing: The Control of Borrowing (Jersey) Law 1947 and Order 1958 catch bodies corporate, partnerships, LLPs, LLCs, unit trusts and foreign issuers raising money, issuing shares or securities, admitting members, obtaining continuance certificates, or circulating offers in Jersey.
• Takeovers and mergers: The Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 and its appointment Order apply to companies and other corporate bodies involved in takeover bids and mergers touching Jersey companies, with the UK Takeover Panel designated as the panel.

Auditors, business names and financial services

• Recognised auditors: The audit regime applies to auditors of market traded companies (whose securities are admitted to trading on a regulated market) and the recognised professional bodies whose rules govern them.
• Business names: The Registration of Business Names (Jersey) Law 1956 applies to firms, individuals and bodies corporate trading under a name other than their true name, including foreign firms acting through a Jersey agent.
• Financial service business: The Financial Services (Jersey) Law 1998 catches persons carrying on investment, fund services, AIF services, trust company, money service and general insurance mediation business in or from Jersey.

Sources: Companies (Audit) (Jersey) Order 2010 · Companies (Exemptions) (Jersey) Order 2014 · Companies (GAAP) (Jersey) Order 2010 · Companies (General Provisions) (Jersey) Order 2002 · Companies (Demerger) (Jersey) Regulations 2018 · Companies (Standard Table) (Jersey) Order 1992 · Companies (Uncertificated Securities) (Jersey) Order 1999 · Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014 · Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 · Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009 · Control of Borrowing (Jersey) Law 1947 · Control of Borrowing (Jersey) Order 1958 · Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 · Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020 · Financial Services (Disclosure and Provision of Information) (Jersey) Order 2020 · Financial Services (Jersey) Law 1998 · Foundations (Jersey) Law 2009 · Incorporated Limited Partnerships (Jersey) Law 2011 · Limited Partnerships (Jersey) Law 1994 · Registration of Business Names (Jersey) Law 1956 · Separate Limited Partnerships (Jersey) Law 2011 · The application process for issuers of initial coin and token offerings (IC/TOs) · Companies (Jersey) Law 1991: Recognised Auditors

Key duties

The recurring duties across these instruments fall into registration/consent at formation, periodic confirmations and declarations, maintenance of a Jersey registered office and records, and prompt notification of changes. The most common deadline is 21 days for notifying changes, with an annual confirmation window running from 1 January to the end of February.

Registration and consent

• Formation filings: Limited partnerships, incorporated limited partnerships and separate limited partnerships come into existence only once a signed declaration is delivered to and registered by the registrar and a certificate issues; foundations are incorporated by a qualified person applying with a charter, abridged regulations and fee.
• COBO consent: Persons undertaking transactions caught by Orders under the Control of Borrowing regime (issuing shares or securities, admitting members, continuance, circulating foreign offers) must obtain Commission consent, subject to de minimis and other exemptions.
• Financial services registration: Persons must not carry on financial service business in or from Jersey without registration under the Financial Services (Jersey) Law 1998, and registered persons must comply with applicable Codes of Practice and display their certificate.
• Business name registration: Those trading under a name other than their true name must furnish registration particulars to the registrar within 14 days of commencing business or a name change, and exhibit the certificate at the principal place of business.

Beneficial ownership and periodic confirmations

• Initial disclosure: An application to register or establish an in-scope entity must include beneficial owner information, significant person information, nominee/nominator details and the appointment of at least one eligible nominated person.
• Change notification: An entity must notify the Commission of any change, error or inaccuracy in its significant person or beneficial owner information within 21 days of becoming aware of it; registry guidance confirms this 21-day rule and describes a three-tier test for identifying beneficial owners and controllers.
• Annual confirmation statement: Each entity must confirm the accuracy of its held information within the relevant period (1 January to the end of February each year following establishment, or as otherwise prescribed), with an additional fee of 175 pounds for entities administered by a fund services or trust company business and 145 pounds for others.
• Nominated person changes: If a nominated person resigns or is removed and no other is in place, a replacement must be appointed and notified within 21 days.
• Partnership annual filings: Limited partnerships must deliver an annual confirmation between 1 January and the end of February and pay the annual administration fee plus an additional charge (175 or 145 pounds); LLPs must deliver an annual declaration to the registrar before the end of February listing partners as at 1 January.
• Auditor annual confirmation: Recognised auditors must confirm in writing, on or shortly before each anniversary of their register entry, that the entry remains correct, and must notify the JFSC of material changes (including to the list of MTCs audited) within one month.

Registered office, records and accounts

• Registered office and records: Incorporated, separate and ordinary limited partnerships and LLPs must maintain a Jersey registered office and keep specified partner and partnership records there, amended within 21 days of any change; foundations must keep required documents at their business address.
• Change to declaration: For partnerships, any change to the particulars in the registered declaration must be notified to the registrar within 21 days.
• Accounting records: Partnerships and foundations must keep accounting records sufficient to show and explain transactions and disclose financial position; an audit is generally not required for these partnership vehicles unless the partnership agreement or Regulations provide otherwise. Jersey companies preparing accounts must use one of the GAAP frameworks prescribed by the Companies (GAAP) Order.

Governance and transaction-specific duties

• Foundation governance: Every foundation must have a compliant charter, regulations establishing a council, a guardian, and a qualified member (a licensed trust company business person) on the council at all times.
• General partner duties: General partners of incorporated and separate limited partnerships must act honestly and in good faith and exercise reasonable care and skill, and bear personal liability for partnership debts the partnership fails to discharge.
• Demerger process: A demerging company must pass a directors' best-interests resolution and solvency/court-permission certificate, obtain special-resolution approval with prescribed disclosure, notify creditors owed more than 25,000 pounds, and observe objection and court-filing timeframes.
• Continuance and winding up: Foundation continuance, merger and winding up Regulations impose notice, creditor-notification (claims over 5,000 pounds), solvency and registrar-notification duties, with equivalent procedural codes for winding up ILPs and LLPs.

Sources: Companies (Audit) (Jersey) Order 2010 · Companies (GAAP) (Jersey) Order 2010 · Companies (Demerger) (Jersey) Regulations 2018 · Control of Borrowing (Jersey) Law 1947 · Control of Borrowing (Jersey) Order 1958 · Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 · Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020 · Financial Services (Disclosure and Provision of Information) (Jersey) Order 2020 · Financial Services (Jersey) Law 1998 · Foundations (Jersey) Law 2009 · Foundations (Continuance) (Jersey) Regulations 2009 · Foundations (Mergers) (Jersey) Regulations 2009 · Foundations (Winding up) (Jersey) Regulations 2009 · Incorporated Limited Partnerships (Jersey) Law 2011 · Incorporated Limited Partnerships (Jersey) Regulations 2011 · Limited Liability Partnerships (Dissolution and Winding Up) (Jersey) Regulations 2018 · Limited Partnerships (Jersey) Law 1994 · Registration of Business Names (Jersey) Law 1956 · Separate Limited Partnerships (Jersey) Law 2011 · Registry guidance on beneficial ownership and control (Last revised 2026-03-31) · Companies (Jersey) Law 1991: Recognised Auditors · Guidance Note: Limited Liability Partnerships (Jersey) Law 1997

Exemptions and carve-outs

The instruments provide a range of carve-outs, mostly for funds, listed vehicles and low-volume or non-public capital raising, together with exemptions from public disclosure of certain beneficial ownership data.

Capital-raising carve-outs

• COBO de minimis and holders: Under the Control of Borrowing (Jersey) Order 1958, consent is not required where the amount raised (aggregated over 12 months) does not exceed 50,000 pounds or equivalent, or where the number of registered holders does not exceed 10; securities issued solely to secure ordinary-course bank borrowing are also exempt.
• Employee options: Grants of options to bona fide employees and certain family members do not require Commission consent, subject to conditions.
• Foreign offers: Circulating a foreign offer does not require consent where it is not a public offer, is valid in the UK or Guernsey, or the body or scheme has no relevant connection to Jersey.
• Prospectus exemptions: The Companies (General Provisions) Order exempts regulated funds, employee share schemes and certain admissions to trading from the prospectus requirements.

Fund and share-transfer relief

• Pre-existing fund vehicles: The Companies (Exemptions) Order 2014 disapplies Article 74(3) to (5) of the Companies (Jersey) Law 1991 to certain fund-type companies existing before it commenced.
• Audit disapplication: A certified fund company may disapply the statutory audit requirement for a period where no units were issued other than to persons connected with its establishment or promotion, using a members' resolution delivered to the registrar within 21 days.
• Listed shares: The Companies (Transfers of Shares - Exemptions) Order 2014 exempts transfers of listed shares from Article 42 formalities and share-certificate requirements under Article 50, subject to a member's right to request a certificate within 2 months.

Disclosure exemptions and demerger exclusions

• Disclosure variations: The Viscount is exempt from certain disclosure duties, and state-owned entities, listed entities, entities wholly owned by listed parents and entities owned by certain Jersey-regulated parents may substitute simplified confirmations instead of full beneficial owner information; charities registered under the Charities (Jersey) Law 2014 are exempt from the Article 7(1)(b) fee.
• Public-disclosure carve-outs: Public disclosure of significant person data does not apply to persons under 18, or to significant persons who qualify only as company secretary or only through a share conferring a Jersey land occupation right.
• Demerger exclusions: Banks, insurance permit holders, various tax-classified companies, and companies under criminal investigation or prosecution cannot demerge or become a demerged company.
• MTC exclusions: Certain issuers of large-denomination debt securities and open-ended investment companies fall outside the market traded company definition and so outside the recognised-auditor requirement.

Sources: Companies (Exemptions) (Jersey) Order 2014 · Companies (General Provisions) (Jersey) Order 2002 · Companies (Demerger) (Jersey) Regulations 2018 · Companies (Transfers of Shares – Exemptions) (Jersey) Order 2014 · Control of Borrowing (Jersey) Order 1958 · Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020 · Financial Services (Disclosure and Provision of Information) (Jersey) Order 2020 · Companies (Jersey) Law 1991: Recognised Auditors

Enforcement and penalties

Enforcement runs through criminal offences, JFSC supervisory powers and, for partnerships, dissolution by the registrar. Penalty levels vary considerably between instruments; the summaries state the specific figures below.

Criminal offences

• Control of borrowing: Contravention of an Order under the Control of Borrowing (Jersey) Law 1947 is an offence punishable by up to 5 years imprisonment, a fine, or both; the Bailiff can issue search warrants where documents are withheld.
• Business names: Failure to register or update particulars is an offence carrying a fine, and contracts made during default are unenforceable by the defaulter unless the Court grants relief; knowingly or recklessly providing false information carries up to 5 years imprisonment or a fine, or both.
• Takeover Panel: Unauthorised disclosure of information about private or business affairs obtained by the Panel is a criminal offence carrying up to 2 years imprisonment and a fine.
• Disclosure Law: Providing false or misleading information and non-compliance with the notification, annual confirmation or nominated person requirements without reasonable excuse are criminal offences, and general partners of partnership-type entities can be criminally liable.
• Foundations and demergers: Providing false, misleading or deceptive information, or signing certificates without reasonable grounds, in foundation continuance, merger or winding up matters and in company demergers is punishable by up to 2 years imprisonment and a fine, with some failures carrying a level 3 fine.
• Partnership defaults: Failure to amend the declaration, maintain the registered office or records, or keep proper accounts is an offence for incorporated and separate limited partnership general partners, carrying a fine at level 3 on the standard scale; winding up breaches for ILPs and LLPs can carry up to 2 years imprisonment and a fine.
• Recognised auditors: Failing to give the required annual written confirmation or to notify material changes is a criminal offence.

Supervisory and administrative powers

• JFSC powers: Under the Financial Services (Jersey) Law 1998 the Commission may refuse or revoke registration, issue directions and injunctions, make public statements, exercise powers of intervention, require information and documents, and conduct investigations; market abuse offences (insider dealing, manipulation, misleading information) are also created.
• Registrar dissolution: For limited partnerships, continued default after 30 days' notice can lead the registrar to dissolve the partnership; foundations may be dissolved for non-payment of the annual fee.
• Panel sanctions: The Takeover Panel may impose sanctions for breaches of its rules or directions and must publish a policy statement on sanctions not covered by the City Code.

Sources: Companies (Audit) (Jersey) Order 2010 · Companies (Demerger) (Jersey) Regulations 2018 · Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 · Control of Borrowing (Jersey) Law 1947 · Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 · Financial Services (Jersey) Law 1998 · Foundations (Continuance) (Jersey) Regulations 2009 · Foundations (Mergers) (Jersey) Regulations 2009 · Foundations (Winding up) (Jersey) Regulations 2009 · Incorporated Limited Partnerships (Jersey) Law 2011 · Incorporated Limited Partnerships (Jersey) Regulations 2011 · Limited Liability Partnerships (Dissolution and Winding Up) (Jersey) Regulations 2018 · Limited Partnerships (Jersey) Law 1994 · Registration of Business Names (Jersey) Law 1956 · Separate Limited Partnerships (Jersey) Law 2011 · Companies (Jersey) Law 1991: Recognised Auditors