Opening a company in Jersey provides foreign investors with quite a few tangible advantages, namely:
- denominating capital in currencies of their choice;
- issuing shares of various types & classes;
- opening a business in Jersey in different organizational forms.
- enjoying a business-friendly tax regime.
Creating a company in the Crown Dependency of Jersey involves several steps:
- choosing a unique name;
- drafting a charter;
- preparing documentation for registration of a company in the Crown Dependency of Jersey;
- paying a registration fee (two hundred pounds).
Applicants are required to submit all documents to a registration authority (RA). Once their MoA & AoA are registered, applicants are granted a certificate of incorporation. From then on, a company becomes a legal entity. Please note that procedure for the registration of a Jersey-based entity may be accelerated; however, it requires applicants to pay a higher fee.
Beneficial Owners’ Property
Information on beneficial owners holding a ten percent stake, as well as changes in beneficial ownership, must be reported to an RA. If a company’s stakes are held in trust, information about the trust’s name & its founders is to be reported as well. Information from the register of beneficial owners can be freely accessed by agencies charged with tax collection & law enforcement; however, the general public is unable to take advantage of the identical privilege.
An MoA contains information about the total number of shares & their classes, including each class’s par value. There's no requirement for minimum issued share or authorized capital. It’s possible for no-par value Jersey-based companies to issue no-par-value stock. All proceeds gained from issuance of no-par-value stock can be placed in capital accounts. All data on no-par-value companies’ stock is to be contained in an MoA.
Opening Unlimited Companies in the Dependency of Jersey
Unlimited companies can’t have guarantee members but are allowed to have capital stock . Stocks issued by an unlimited company bear the same name as the company itself (i.e. unlimited). In case of liquidation, individuals holding this type of stocks bear unlimited liability for contributing to the assets of a company.
The only members companies of this type are allowed to have are guarantee ones. In the event of liquidation, the latter are to contribute to their assets as per the agreed upon guarantee limit. Establishing ‘hybrid’ companies in the Dependency of Jersey is allowed.
Companies’ founders are to inform the RA of their objectives. Please note that opening trusts, banks or insurance entities requires having a Jersey-registered office & getting a license. An office is a place to which all official communications are forwarded & which is considered companies’ official address.
Opening a Jersey-based company requires having no less than one director. Companies’ founders must enter director-related information in the directors register & submit it to the RA. BoD members must also appoint a secretary. Performing duties of both a secretary & a director is forbidden. Directors have management responsibilities & can only exercise powers as per the AoA.
Appointed by founders, directors have the responsibility of holding the 1st BoD meeting. During it, they are to:
- determine where an office will be located;
- approve a stamp;
- decide on how stock capital will be distributed among stakeholders;
- decide on how share certificates will be issued.
The RA requires companies to file a yearly report & pay a registration fee. Prepared within a 10-month period after the end of a fiscal year, the report is to include:
- stakeholders’ IDs & addresses;
- information on capital stock.
Untimely submitting (or not submitting) a yearly report entails a fine. Accounting documentation reflecting companies’ operational activity & financial situation must also be maintained.
The 1st GSM must take place no later than 1,5 years following company registration in the Dependency of Jersey. Subsequent GSMs must take place every year. Please note holding AGMs isn’t required.
Registers of Stakeholders
Maintaining registers of stakeholders, secretaries & directors is a must. Stakeholders & the RA must have unobstructed access to registers. Any relocations are to be reported to the RA as well.
The RA is to be provided with copies of whatever specific decisions taken by stakeholders. Those may concern:
- name-related changes;
- charter-related changes;
- AC-related changes.
Since January 2009, Jersey has enjoyed income tax at a rate of 0%. It’s applicable to nearly all commercial entities, with the exception of entities controlled from outside Jersey.
Considering launching a business in Jersey? Need advice on registering a Jersey-based company? Why not contact IQ Decision UK?