company law

Who is caught

This topic gathers the statutes and subordinate instruments governing Jersey corporate and partnership vehicles -- their formation, constitution, capital-raising, governance, accounts, ownership disclosure and dissolution. They are administered by the Jersey Financial Services Commission (the Commission) and the registrar of companies. An entity is generally brought within scope by being incorporated or registered in Jersey, by raising capital in or from Jersey, or by trading under a business name in Jersey.

Entity types in scope

• Companies: Jersey companies (public and private, limited and unlimited, par and no par value, cell and protected cell companies) under the Companies (Jersey) Law 1991 and its subordinate Orders and Regulations.
• Foundations: Jersey foundations, their founders, council members, qualified members and guardians under the Foundations (Jersey) Law 2009.
• Partnership vehicles: Incorporated limited partnerships, limited liability partnerships, limited partnerships and separate limited partnerships under their respective Laws of 2011, 2017, 1994 and 2011, together with general and limited partners.
• Business names: Firms, individuals and bodies corporate (including partnerships and LLCs) trading under a name other than their true name, under the Registration of Business Names (Jersey) Law 1956.
• Recognised auditors: Auditors and firms auditing market traded companies, and the recognised professional bodies whose rules govern them, under the Companies (Jersey) Law 1991 and the Companies (Audit) (Jersey) Order 2010.
• Takeover and merger parties: Companies and other bodies corporate involved in takeover bids or mergers touching Jersey companies, under the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009.
• Capital-raising and disclosure: Bodies corporate, LLCs and partnerships raising money or issuing shares or securities caught by the Control of Borrowing (Jersey) Law 1947 and Order 1958, and Jersey entities required to disclose beneficial ownership under the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020.

Sources: Companies (Jersey) Law 1991 · Companies (Audit) (Jersey) Order 2010 · 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 · Registry guidance on beneficial ownership and control (Last revised 2026-03-31) · Companies (Jersey) Law 1991: Recognised Auditors

Key duties

The recurring obligations across these instruments cluster around registration, periodic confirmation filings, prompt notification of changes, record-keeping and accounts. Several carry fixed deadlines.

• Annual confirmation statement: Under the Disclosure Law, each Jersey entity must confirm to the Commission that its held information remains accurate within the relevant period (1 January to end of February each year following establishment, or as otherwise prescribed). Limited partnerships must similarly deliver an annual confirmation of key particulars and solvency/winding-up status between 1 January and end of February under the Limited Partnerships (Jersey) Law 1994.
• 21-day change notifications: An entity must notify the Commission of any change, error or inaccuracy in beneficial owner or significant person information within 21 days under the Disclosure Law; a replacement nominated person must also be appointed and notified within 21 days. General partners of incorporated limited partnerships, limited partnerships and separate limited partnerships must notify the registrar of changes to declaration particulars within 21 days.
• Nominated person: Every entity caught by the Disclosure Law must appoint at least one eligible nominated person (for example a trust company business, Jersey-resident significant person, lawyer, accountant or fund services business) to liaise with the Commission.
• Beneficial ownership on establishment: Beneficial owner, significant person and nominee/nominator details must be included in the application to register or establish the entity, with controllers identified using the three tier test described in the registry guidance.
• Formation documents: Companies must deliver a memorandum and articles to the registrar; foundations must have a compliant charter, regulations, a council with a qualified member and a guardian; partnership vehicles come into existence only on delivery of a declaration signed by each general partner and issue of a certificate.
• Registered office and records: Incorporated limited partnerships, limited liability partnerships, limited partnerships and separate limited partnerships must maintain a Jersey registered office and keep specified partner and partnership records there, amended within 21 days of change. Companies must maintain a register of members and, where applicable, registers of directors and secretaries.
• Accounting records and accounts: Companies must keep proper accounting records and deliver accounts to the registrar, using one of the prescribed GAAP frameworks under the Companies (GAAP) (Jersey) Order 2010. Partnership vehicles must keep accounting records sufficient to show and explain their transactions and financial position.
• Audit: A market traded company must appoint a recognised auditor entered on the Commission's Register of Recognised Auditors. Recognised auditors must give the Commission written confirmation on each anniversary that their register entry remains correct, and must notify the Commission of any material change (within one month under the recognised auditor guidance).
• Capital-raising consent: Under the Control of Borrowing regime, Commission consent must be obtained before specified borrowing, share or securities issues, admission of members, certificates of continuance and offers of foreign securities, and holders must comply with any conditions attached. Initial coin and token offering issuers must obtain COBO consent before undertaking any activity.
• 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 of a name change, notify changes within 14 days, display the certificate, and give notice of cessation within 3 months.
• Solvency and distributions: Capital reductions, distributions, redemptions and purchases of shares by companies, and distributions by limited liability partnerships, must comply with solvency statement and related procedural requirements.

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 · 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) · 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 number of carve-outs, mostly around audit, capital-raising thresholds, share-transfer formalities and simplified ownership reporting.

• Audit exemptions: The Companies (Jersey) Law 1991 includes an audit exemption regime for equivalently regulated companies. The Companies (Exemptions) (Jersey) Order 2014 disapplies certain provisions to pre-existing fund vehicles and lets certain certified funds disapply the statutory audit requirement by resolution delivered to the registrar within 21 days. For partnership vehicles, an audit is not required unless the partnership agreement or Regulations provide otherwise.
• Control of Borrowing exemptions: The Control of Borrowing (Jersey) Order 1958 provides exemptions including a de minimis threshold (currently £50,000 or equivalent raised in 12 months), a 10-holder exemption, securities issued solely to secure ordinary-course bank borrowing, and grants of options to bona fide employees.
• Listed share formalities: The Companies (Transfers of Shares -- Exemptions) (Jersey) Order 2014 exempts transfers of listed shares from Article 42(1) and generally removes the Article 50(1) certificate requirement, where the shares trade through approved settlement systems on covered markets.
• Prospectus exemptions: The Companies (General Provisions) (Jersey) Order 2002 excludes certain offers from the prospectus regime, including regulated funds, employee share schemes and certain admissions to trading.
• Simplified ownership reporting: The Disclosure Order and Regulations 2020 allow state owned entities, listed entities, entities wholly owned by listed parents and entities owned by certain Jersey regulated entities to substitute simplified confirmations; the Viscount is exempt from the Article 4 to 7 duties; and public-disclosure rules do not apply to persons under 18 or to significant persons qualifying only as company secretary or only through a Jersey land occupation right. Charities registered under the Charities (Jersey) Law 2014 are exempt from the Article 7(1)(b) fee.
• Demerger exclusions: The Companies (Demerger) (Jersey) Regulations 2018 exclude banks, insurance permit holders, various tax-classified companies and companies under criminal investigation from demerging.
• Financial Services Law exemptions: Schedule 2 of the Financial Services (Jersey) Law 1998 sets out categories of business and persons exempted from the registration requirement across the regulated classes.

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) Order 1958 · 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 · Incorporated Limited Partnerships (Jersey) Law 2011 · Limited Partnerships (Jersey) Law 1994 · Separate Limited Partnerships (Jersey) Law 2011

Enforcement and penalties

Enforcement powers and offences are set out instrument by instrument; the custodial maxima and the authorities exercising them differ between statutes, so they are kept separate below.

• Control of Borrowing (Jersey) Law 1947: Contravention of an Order made under the Law is an offence punishable by up to 5 years imprisonment, a fine, or both; the Commission can direct persons to furnish information or documents, and the Bailiff can issue search warrants where documents are withheld.
• Registration of Business Names (Jersey) Law 1956: Failure to register or update particulars is an offence carrying a fine, and contracts entered during default become unenforceable by the defaulter unless the Court grants relief; knowingly or recklessly providing false or misleading information is punishable by up to 5 years imprisonment, a fine, or both.
• Takeovers and Mergers Panel Law 2009: Unauthorised disclosure of information obtained by the Panel is a criminal offence carrying up to 2 years imprisonment and a fine; the Panel may impose sanctions for breaches of its rules or directions.
• Companies (Demerger) Regulations 2018: Providing false, misleading or deceptive information to the registrar or Comptroller, or signing a certificate without reasonable grounds, is punishable by up to 2 years imprisonment and a fine.
• Foundations continuance, mergers and winding up: Knowingly or recklessly providing false, misleading or deceptive information, or publishing a misleading notice, is an offence punishable by up to 2 years imprisonment and a fine; certain notification failures carry a level 3 fine, and signing solvency certificates without reasonable grounds on winding up carries up to 2 years imprisonment and a fine.
• Incorporated limited partnerships: Defaults such as failing to amend the declaration, maintain the registered office or records, or keep proper accounts are offences carrying a fine at level 3 on the standard scale; under the winding up Regulations, signing a statement of solvency without reasonable grounds, or failing to comply with creditors' meeting obligations, is punishable by up to 2 years imprisonment and a fine.
• Separate limited partnerships: Failure to notify changes, maintain the registered office or comply with accounting requirements makes each general partner guilty of an offence liable to a fine.
• Limited liability partnerships: Giving false or misleading information to the registrar, and certain name, registered office or documentation failures, are offences, with penalties under the dissolution and winding up Regulations ranging up to a level 3 fine, and up to 2 years imprisonment and a fine for the most serious breaches such as failure to cooperate, obstructing a search or corrupt inducement.
• Limited partnerships: Failure to comply with key duties is an offence carrying fines, and continued default after 30 days' notice can lead to dissolution of the partnership by the registrar.
• Disclosure Law 2020: Providing false or misleading information, and non-compliance with notification, annual confirmation or nominated person requirements without reasonable excuse, are criminal offences, and general partners of partnership-type entities can be criminally liable.
• Financial Services (Jersey) Law 1998: The Commission may issue directions, injunctions, remedial orders and public statements, exercise powers of intervention, investigate, enter and search premises, and require information and documents; the Law also creates insider dealing, market manipulation and misleading information offences.
• Companies (Jersey) Law 1991: The Commission and the court may appoint inspectors, act on unfair prejudice petitions and apply the economic substance test; failure by a recognised auditor to notify a material change or confirm register accuracy is a criminal offence for the auditor and any officer in default.

Sources: Companies (Jersey) Law 1991 · 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) Regulations 2011 · Limited Liability Partnerships (Jersey) Law 2017 · 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