Setting up a limited company in Jersey | Jersey Business (2024)

A limited company is a separate legal structure.

The company's finances are separate from its owners. If something goes wrong, owners can only lose the capital they have invested into the business.

If you are unsure whether a limited company is the right structure for your business, read our guide on the different types of trading entities.

All limited companies must be set up or ‘incorporated’ using the Jersey Financial Services Commission’s myRegistry portal.

Before starting the incorporation process, you will need:

• A name for the company
• An address for the company
• A Memorandum of Association and an Articles of Association
• At least one shareholder
• At least one director
• A Company Secretary
• A nominated person
• Certified proof of addresses and IDs

You will need to decide on a limited company name before incorporating with the Jersey Financial Services Commission.

The limited company name does not need to be the name your business will trade under.

Your address can be any Jersey address.

Every limited company must have a Memorandum of Association and an Articles of Association.

Together, the documents form a binding contract between the company and its shareholders. Both documents will need to be signed and witnessed on behalf of each shareholder named.

Memorandum of Association

The Memorandum of Association is a document that records the following details for each of the founding members of the company:

• Name
• Address
• Signature
• Number of shares

You can download our Memorandum of Association template to get you started.

Articles of Association

The Articles of Association is a document that outlines the way your company should be structured and managed. Sections should include:

• Decision making
• Members’ rights, duties, and liabilities
• Share capital (issuing and transferring shares)
• Profit distribution
• Director appointment and removal
• Decisions regarding the appointment of a Company Secretary
• Administrative Issues

The Companies Jersey Law 1991 provide a company standard Articles of Association which can be adopted in full or in part.

If you decide to adopt the standard Articles of Association in full, you will not be required to upload the document to myRegistry.

If you only adopt part of the standard Articles of Association or create your own, you should seek professional assistance to avoid any errors.

Where can I obtain a Memorandum of Association and an Articles of Association?

The Memorandum of Association and the Articles of Association form two parts of a legal contract and are normally drawn up by a professional so they can be tailored to meet specific requirements.

The JFSC and Jersey Business do not provide a company Articles of Association. However, theCompanies Jersey Law 1991does provide a companystandard Articles of Associationas prescribed byThe Companies (Standard Table) (Jersey) Order 1992.

You can choose to adopt these standard Articles of Association for your company either in full, in part or as previously explained replace them with Articles tailored to your company’s specific requirement.

If youdecide toadopt the standard Articles of Association,you willnotbe required to upload them to theJFSCportal,but youwillbe required to upload the ‘Memorandum of Association’ part of the contract.

If you choose to create a company Articles of Association yourself, it is always wise to seek professional assistance to avoid any potential errors in the creation and submission process.

Note: These documents currently do not need to be witnessed.

At least one director must be named when incorporating your limited company.

Directors can be shareholders, however the following persons may not act as directors:

• an individual who is less than 18 years old
• an interdict (i.e. somebody who is mentally unwell)
• a person who has been disqualified from being a director

Before appointing any directors, we recommend reviewing our Guide to the Duties and Responsibilities of the Directors of a Jersey Private Company.

Every limited company must have a Company Secretary.

Directors can be appointed the Company secretary. However, if there is only one director, a Company Secretary needs to be appointed separately.

Your Company Secretary will be responsible for the following:

• Maintaining statutory books
• Recording shareholder & director meeting minutes
• Organising Annual General Meetings

For more information on the role of your Company Secretary, review our Guide to the Duties and Responsibilities of the Directors of a Jersey Private Company

The nominated person needs to complete the two part registration on the Jersey Financial Services Commission's myRegistry portal.

The nominated person will have access to your company’s public and private information, including the details of the beneficial owners and controllers.

They will be responsible for:

• Submitting the annual confirmation statement
• Making changes to associated parties

For more information on the role of your nominated person and the registration process, review the JFSC’s registering as a nominated person guide.

You will need to obtainacertifiedproof of ID and address foreveryone who is:

• Abeneficial owner(any shareholder holding 10%or more)
• Acontroller or director of the Company(any individual exercising control over the company through other means, (the FATF interpretation as outlined in section 4 of the AML Handbook)

Who can certify these documents?

You will be asked to uploada scanned copy of these documentsto the registry during the application.

Once you have all these documents in place, duly signed and certified where applicable, you are then ready to begin the online incorporation process with the JFSC using the steps below as a guide.

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