Jersey Company Law

Jersey, one of the Channel Islands, is a well-established international finance centre with a strong reputation for corporate regulation, tax neutrality and legal stability. Its company law is separate from UK law and is governed primarily by the Companies (Jersey) Law 1991, which sets out the rules for forming, managing and operating companies on the island.

Jersey company law has been designed to provide flexibility for international investors and financial institutions, while maintaining a clear legal framework that promotes good governance, investor protection and regulatory oversight.

This article explores how company law works in Jersey, what types of companies can be formed, and how it compares to company law in the UK.

Legal framework

The Companies (Jersey) Law 1991 is the main piece of legislation governing company matters in Jersey. It has been regularly updated to meet international standards, with a focus on transparency, regulatory compliance and business efficiency. While it draws inspiration from English company law, it is distinct and adapted to Jersey’s offshore financial environment.

Jersey law is based on a mixture of English common law and customary law derived from Norman French legal tradition. This unique combination has helped establish Jersey as a trusted jurisdiction for international business.

Types of companies in Jersey

Under Jersey law, several types of company structures can be formed. These include:

• Private companies limited by shares: The most common type of company, suitable for most trading and investment purposes.

• Public companies: These can offer shares to the public and may be listed on recognised exchanges.

• Guarantee companies: Often used for non-profit or charitable organisations.

• Unlimited companies: Rare and typically used for specialised purposes.

• Cell companies: Protected Cell Companies (PCCs) and Incorporated Cell Companies (ICCs) are unique to Jersey and used mainly in the funds and insurance sectors.

Each type of company has different formation requirements and regulatory obligations, depending on its structure and intended use.

Formation and registration

To form a company in Jersey, an application must be made to the Jersey Financial Services Commission (JFSC), which is the island’s financial regulator and company registrar. The process includes choosing a name, providing details of directors and shareholders, and submitting a memorandum and articles of association.

The JFSC carries out due diligence and anti-money laundering checks before approving any new company. In many cases, companies must also appoint a registered agent in Jersey, especially if they are not managed locally.

Company incorporation in Jersey is efficient, with many companies formed within one to two working days. Shelf companies and online portals are also available through local service providers.

Company management and governance

A Jersey company must have at least one director, who can be an individual or a corporate body. There is no residency requirement for directors of private companies, but certain regulated businesses may require local management and control.

The company must maintain a registered office in Jersey and keep statutory records, including a register of members and directors. Annual returns must be filed with the JFSC, and certain companies are required to prepare and file financial statements, depending on their size and activity.

Unlike UK companies, Jersey companies do not automatically have to hold annual general meetings, although this can be required by their articles of association.

The Companies Law also allows for flexibility in corporate decision-making. For example, resolutions can be passed in writing rather than in formal meetings, and shareholders can agree to waive certain requirements.

Tax and regulation

Jersey operates a zero-ten corporate tax regime. Most companies pay zero percent corporate tax, while financial services companies may be subject to a 10 percent rate, and certain utilities or property businesses may pay 20 percent. There is no capital gains tax, inheritance tax or stamp duty on shares.

While Jersey is considered a low-tax jurisdiction, it maintains high standards of compliance. Companies must comply with anti-money laundering laws, economic substance requirements and international tax information exchange agreements.

The JFSC plays an active role in monitoring financial services and corporate activity on the island. Companies involved in fund management, banking, insurance or trust services must be licensed and subject to ongoing supervision.

Comparison with UK company law

While Jersey company law shares many features with UK law, there are key differences. Jersey offers more privacy, with limited public disclosure of shareholders in private companies. It also provides greater flexibility in corporate governance, particularly in the use of cell companies and bespoke share structures.

On the other hand, UK companies have access to a wider domestic market and operate under a more detailed and standardised regulatory regime. The UK also has automatic public access to accounts and shareholder registers for all companies, which is not the case in Jersey.

The choice between a Jersey company and a UK company often depends on the intended business activity, the need for confidentiality, tax treatment, and the regulatory environment.

Final thoughts

Jersey company law provides a flexible and robust legal framework for businesses operating in international markets. Its combination of modern legislation, investor protection and efficient regulation has helped Jersey maintain its position as a leading jurisdiction for corporate structuring, wealth management and fund administration.

Whether you are looking to form a holding company, launch an investment fund or expand an existing business offshore, understanding the principles of Jersey company law is essential. Working with local legal and financial professionals will ensure your company is set up correctly and remains compliant with all relevant obligations.