directors registration

Who is caught

The instruments indexed here address directors registration in Jersey under two separate regimes: registration as trust company business under the Financial Services (Jersey) Law 1998 (FS(J)L), and registration as a Schedule 2 director under the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 (SBL).

FS(J)L threshold tests

Under JFSC guidance, a natural person acting as a company director outside a regulated trust company business must register only if caught by all four threshold tests.

• By way of business: Article 2(1). Indicators include receiving fees, the number of directorships held, time commitment, level of income, relationships generating appointments, non-financial benefits, claiming business expenses, and offering more than one type of service.
• Trust company business: Article 2(3), covering fiduciary services.
• Acting as director: Article 2(4)(b).
• Unauthorised business: Article 7, carrying on business in or from within Jersey.
• Holding out: A person may be treated as carrying on financial service business by holding themselves out as available to act as director, even without formal advertising.
• Jersey nexus: The JFSC reads Article 7 as capturing Jersey resident directors regardless of where board meetings are held; non-resident directors attending Jersey board meetings are not intended to be captured.

Schedule 2 directors

Persons registered under the SBL include financial institutions, DNFBPs (including firms of accountants and lawyers), Virtual Asset Service Providers, natural person Schedule 2 directors, and ICC/PCC Security Issuer Platforms. The guidance addresses individual sole trader Schedule 2 directors specifically, with supervision of directors described as commencing from 1 October 2024.

Sources: Guidance Note: Natural Persons undertaking the activity of acting as a Director under the Financial Services (Jersey) Law 1998 · JFSC Feedback on Consultation No.12 2023 · Schedule 2 Supervisory Bodies Law Registration Form: guidance for individual sole trader Schedule 2 directors

Key duties

The duties fall into a registration and ongoing-compliance strand under the FS(J)L regime and an AML/CFT/CPF strand for Schedule 2 directors.

FS(J)L registration and conditions

• Registration: A natural person meeting all four threshold tests must register under the FS(J)L before carrying on that activity.
• Annual questionnaire: An individual relying on the single class of trust company business (director) regime must complete an annual Information Update Questionnaire, including a declaration confirming ongoing compliance.
• Professional indemnity insurance: Where a director personally meets PII needs rather than through the company, minimum cover of 1 million pounds must be maintained.
• Control of customer assets: A registered individual director must not control customer assets in a sole capacity where a condition to that effect is attached to their registration.
• Competence: A registered individual director must meet the qualification and experience standards of a Category A Trust Company Business Employee under the Codes of Practice for Trust Company Business.

Schedule 2 AML obligations

For individual sole trader Schedule 2 directors, certain governance requirements were temporarily disapplied under the Money Laundering (Jersey) Order until 30 September 2024, but core AML/CFT/CPF obligations remain in force throughout.

• Customer due diligence: Perform CDD on the companies for which they act as director.
• Transaction monitoring: Monitor transactions with customers for suspicious or unusual activity.
• Suspicious activity reporting: File suspicious activity/transaction reports where appropriate and keep records of the decision and correspondence with the FIU.
• Sanctions breaches: Report financial sanctions breaches to the Minister for External Relations and Financial Services and keep related records.
• Record-keeping: Keep records as required despite disapplication of written policies and procedures requirements.
• Personal understanding: Understand the AML/CFT/CPF obligations that continue to apply even without formal training or written policies.
• Registration form: Provide a certified copy of a current passport, and answer the high risk jurisdiction question by reference to the risk profile of companies served.

Fees

• Annual fee: Registered persons must pay the annual Schedule 2 fee within four weeks of receipt of an invoice; a 6% increase applied from 1 January 2024.
• Data submission: Firms whose fees are calculated from data had to submit that data to the JFSC by 24 May 2024.
• Amendment fee: Payable when applying to change a registered name or alter, add or remove registration conditions.

Sources: Guidance Note: Natural Persons undertaking the activity of acting as a Director under the Financial Services (Jersey) Law 1998 · JFSC Feedback on Consultation No.12 2023 · Schedule 2 Supervisory Bodies Law Registration Form: guidance for individual sole trader Schedule 2 directors

Exemptions and carve-outs

The instruments provide both statutory exemptions from FS(J)L registration and a transitional disapplication of certain Schedule 2 requirements.

• Director exemption: The Financial Services (Trust Company Business (Exemptions)) (Jersey) Order 2000 can exclude certain directorship arrangements from registration, subject to conditions in the Guidance Note.
• Overseas exemption: The Exemptions No. 2 Order can exclude certain arrangements, subject to conditions.
• Private capacity carve-outs: Directorships of private companies where the director owns 50% or more beneficially, or of companies owned by family members, are generally not regarded as being by way of business.
• Non-resident directors: Non-resident directors attending Jersey board meetings are not intended to be captured by Article 7.
• Transitional disapplication (Schedule 2): Until 30 September 2024, individual sole trader Schedule 2 directors could answer 'No' to questions on ML/TF/PF risk assessments, and were not required to upload a business risk assessment, confirm written AML/CFT/CPF policies and procedures, confirm AML/CFT/CPF training where no employees, or confirm correspondent banking policies.
• VASP question: Sole trader directors not otherwise engaged in Virtual Asset Service Provider activity may answer 'No' to the VASP-related question.
• 2024 director fee: No annual fee was charged to natural person Schedule 2 directors for 2024, and the AMLSP employee-based fee element was dropped except for accountants and lawyers.

Sources: Guidance Note: Natural Persons undertaking the activity of acting as a Director under the Financial Services (Jersey) Law 1998 · JFSC Feedback on Consultation No.12 2023 · Schedule 2 Supervisory Bodies Law Registration Form: guidance for individual sole trader Schedule 2 directors

Enforcement and penalties

The instruments indexed here set out fee-related surcharges and administrative fees rather than general enforcement powers or offences.

• Late payment surcharge: A 5% surcharge applies to any unpaid fee amount if not paid by the due date, reapplied on the first day of each subsequent month while unpaid.
• Data administration fee: Firms that fail to supply required fee-calculation data by 24 May 2024 must pay a 100 pounds administration fee, reapplied monthly until submitted.
• Late filing fee: Registered persons that fail to file any required document under the SBL by its due date must pay a 100 pounds late filing fee for each complete or part month it remains outstanding, unless the JFSC has agreed a later date in writing.

Beyond these fee-related charges, the instruments indexed here do not set out specific enforcement powers or penalty provisions for non-compliance.

Sources: JFSC Feedback on Consultation No.12 2023