company law

Who is caught

The instruments indexed here form the backbone of Jersey company and corporate-vehicle law, administered mainly by the Jersey Financial Services Commission (the Commission) and the registrar of companies. They apply across the whole life cycle of Jersey entities, from formation and capital-raising to governance, filing, and winding up.

Corporate and partnership vehicles

• Companies: The Companies (Jersey) Law 1991 governs Jersey-incorporated companies of all types, including public, private, limited, unlimited, par value, no par value, guarantee, limited life, cell and protected cell companies, and reaches directors, secretaries, members, recognised auditors, liquidators and administrators.
• Foundations: The Foundations (Jersey) Law 2009 covers Jersey foundations and their founders, councils, qualified members and guardians.
• Partnerships: Separate statutes govern incorporated limited partnerships, separate limited partnerships, limited partnerships and limited liability partnerships, reaching general and limited partners and LLP secretaries.
• Business names: The Registration of Business Names (Jersey) Law 1956 catches firms, individuals and bodies corporate (including partnerships and LLCs) trading under a name other than their true name.

Activity-based regimes

• Financial service business: The Financial Services (Jersey) Law 1998 catches persons carrying on defined financial service business in or from Jersey.
• Capital-raising: The Control of Borrowing (Jersey) Law 1947 and Order 1958 catch bodies corporate, partnerships, LLPs and LLCs raising money, issuing shares or securities, or circulating offers in Jersey.
• Beneficial ownership: The Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 catches Jersey companies, foundations, incorporated limited partnerships, LLCs, LLPs and separate limited partnerships.
• Takeovers and mergers: The Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 and its appointment Order apply to companies and bodies corporate involved in takeover bids or mergers.
• Coin and token offerings: JFSC guidance applies the Control of Borrowing consent regime to issuers of initial coin and token offerings through Jersey vehicles.

Sources: Companies (Jersey) Law 1991 · 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 (Jersey) Law 1998 · Foundations (Jersey) Law 2009 · Incorporated Limited Partnerships (Jersey) Law 2011 · Limited Liability Partnerships (Jersey) Law 2017 · 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)

Key duties

Duties recur across the vehicles: registration on formation, keeping a Jersey registered office and statutory records, maintaining accounting records, and periodic confirmations, alongside consent and notification duties. The obligations carrying fixed deadlines are set out first.

Recurring and time-bound filings

• Beneficial ownership updates: Entities must notify the Commission of any change, error or inaccuracy in significant person or beneficial owner information within 21 days of becoming aware, and file an annual confirmation statement within the relevant period (1 January to end of February each year).
• Annual confirmation (partnerships): A limited partnership must deliver an annual confirmation to the registrar between 1 January and the end of February each year following registration.
• Cell companies: Cell companies must deliver an annual confirmation statement in respect of their cells.
• Recognised auditors: A recognised auditor must give the Commission written confirmation, on or shortly before each anniversary of its register entry, that the entry remains correct.
• Changes to declarations: General partners of incorporated limited partnerships, separate limited partnerships and limited partnerships must notify changes to registered particulars to the registrar within 21 days.
• Business names: Registration particulars must be furnished within 14 days of commencing business or a name change, and changes notified within 14 days.

Formation and registration

• Companies: Deliver the memorandum and articles to the registrar on formation and register any subsequent alterations.
• Partnerships and foundations: These vehicles come into existence only on registration of a signed declaration or charter and issue of a certificate.
• Financial service business: Persons must not carry on financial service business in or from Jersey unless registered under the 1998 Law.
• COBO consent: Commission consent is required before regulated capital-raising, share or security issues, admission of members, or continuance.

Records, accounts and governance

• Registered office and records: Maintain a Jersey registered office and keep prescribed registers and documents there, updated within 21 days of any change in particulars.
• Accounting records: Keep records sufficient to explain transactions and disclose financial position; companies prepare and deliver accounts to the registrar under Part 16 using a permitted GAAP framework.
• Governance: Directors must disclose interests in transactions and comply with statutory duties; a company must hold an annual general meeting unless exempted.
• Nominated person: Each entity under the Disclosure Law must appoint at least one eligible nominated person and appoint a replacement, notifying the Commission within 21 days, if the post falls vacant.
• Financial service business notifications: Registered persons must notify the Commission of changes of principal or key persons and shareholdings, display their registration certificate, and comply with applicable Codes of Practice.

Sources: Companies (Jersey) Law 1991 · Companies (Audit) (Jersey) Order 2010 · Companies (GAAP) (Jersey) Order 2010 · Control of Borrowing (Jersey) Order 1958 · Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 · Financial Services (Jersey) Law 1998 · Foundations (Jersey) Law 2009 · Incorporated Limited Partnerships (Jersey) Law 2011 · Limited Liability Partnerships (Jersey) Law 2017 · Limited Partnerships (Jersey) Law 1994 · Separate Limited Partnerships (Jersey) Law 2011 · Registry guidance on beneficial ownership and control (Last revised 2026-03-31) · Companies (Jersey) Law 1991: Recognised Auditors

Exemptions and carve-outs

The instruments provide a range of carve-outs, thresholds and simplified-reporting routes. The main ones are set out below.

• Fund vehicles: Certain pre-existing fund companies fall outside specified provisions of the Companies Law, and a closed certified fund may disapply the audit requirement by a resolution of all members entitled to vote, delivered to the registrar within 21 days.
• Equivalently regulated companies: The Companies Law provides exemptions from delivering accounts for equivalently regulated companies.
• Listed shares: Transfers of listed shares through approved central securities depositories or computer systems are exempt from certain transfer and share certificate formalities.
• COBO thresholds: Consent under the 1958 Order is not required below de minimis thresholds (for example money raised not exceeding £50,000 in 12 months), where holders number 10 or fewer, or for bona fide employee share options.
• Borrowing threshold: The Control of Borrowing (Jersey) Law 1947's borrowing control engages where borrowing aggregated over the previous 12 months exceeds £10,000, or where secured on Jersey real property.
• Disclosure Law variations: The Viscount is exempt from the disclosure duties, and state-owned, listed, wholly owned subsidiary and Jersey-regulated-owned entities may give simplified confirmations; charities registered under the Charities (Jersey) Law 2014 are exempt from a prescribed fee.
• Public register carve-outs: Public disclosure of beneficial ownership information does not apply to persons under 18, or to significant persons who qualify only as company secretary or through a Jersey land occupation right.
• Demerger exclusions: Banks, insurance permit holders and various tax-classified companies (and companies under criminal investigation) cannot demerge or become a demerged company.
• Prospectus exemptions: Offers by regulated funds, employee share schemes and certain admissions to trading are outside the prospectus requirements of the General Provisions Order.
• Partnership audits: Incorporated limited partnerships, separate limited partnerships and limited partnerships need not appoint an auditor unless the partnership agreement or Regulations require it.

Sources: Companies (Jersey) Law 1991 · 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) Law 1947 · 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

Enforcement and penalties

Enforcement runs through the registrar, the Commission, the Viscount and the Royal Court, and several instruments create criminal offences. The Companies (Jersey) Law 1991 summary does not set out specific fine amounts for the general offences under that Law.

Custodial offences

• Control of Borrowing: Contravention of an Order made under the 1947 Law is an offence punishable by up to 5 years imprisonment, a fine, or both.
• Business names false information: Knowingly or recklessly providing false or misleading information to the registrar is punishable by up to 5 years imprisonment or a fine, or both.
• Takeovers Panel: Unauthorised disclosure of information about private or business affairs obtained by the Panel is an offence carrying up to 2 years imprisonment and a fine.
• Demergers and foundation transactions: Providing false, misleading or deceptive information, or signing certificates without reasonable grounds, in connection with demergers or foundation continuance, mergers or winding up carries up to 2 years imprisonment and a fine.
• Partnership winding up: General partners or liquidators who sign statements of solvency without reasonable grounds face up to 2 years imprisonment and a fine.

Fines and other sanctions

• Partnership defaults: Failures over declarations, registered office or accounts are offences carrying fines (a level 3 fine for incorporated limited partnerships), and continued default by a limited partnership can lead to dissolution by the registrar.
• Business names default: Failure to register or update is an offence carrying a fine, and contracts made during a period of default are unenforceable by the defaulter unless the Court grants relief.
• Beneficial ownership: Providing false information and non-compliance with notification, annual confirmation or nominated person duties without reasonable excuse are offences, with general partners of partnership-type entities also liable.
• Recognised auditors: Failing to give the required annual confirmation or to notify material changes is a criminal offence.

Enforcement powers

• Companies Law: The Commission or the Minister may appoint inspectors and apply to court on unfair prejudice or economic substance grounds, and the insolvency regime addresses wrongful and fraudulent trading.
• Financial Services Law: The Commission may issue directions and injunctions, make public statements, exercise intervention powers and require information and documents.
• Control of Borrowing: The Commission may direct persons to furnish information or produce documents, and the Bailiff may issue search warrants where documents are withheld.
• Viscount oversight: The Viscount regulates approved liquidators and administrators and may investigate their conduct and apply to court for relief.

Sources: Companies (Jersey) Law 1991 · Companies (General Provisions) (Jersey) Order 2002 · 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