Continue through the application process, ‘validate document’ and ‘continue’. Incorporating and Administering a Limited Company workshops, Download practical steps for registering a Limited Company in Jersey here, Guide to the Duties and Responsibilities of a Director, Guide to Knowing your Financial Statements. By continuing to use this website you are agreeing to our use of cookies. The name of a limited company must end with the word "Limited" or the abbreviation "Ltd" or the words "avec responsibilité limitée" or the abbreviation "a.r.l.". These are known as unlimited liability companies.  In many respects, unlimited liability companies can be likened to a general partnership where an individual partner has unlimited liability for the debts of the partnership. Directors. Responses to name reservations will be conveyed to you by email normally within 24 hours. There are two types of cell company: the "incorporated cell company" and the "protected cell company". An informal indication as to whether a name is likely to be approved can usually be obtained within 24 hours and formal confirmation will be obtained shortly afterwards. Once successfully submitted you will receive confirmation from the Registry by email. In addition, overseas companies can migrate to Jersey (and vice versa) and may also merge with Jersey companies. Company nameThe proposed name for the Jersey company must be chosen in advance and submitted for approval to the Registrar of Companies at the JFSC. To register a limited company, you must first reserve the company name online through the Easy Company Registry (ECR): www.jerseyfsc.org/registry/. To discuss any aspect of incorporating a Jersey company, or any subsequent restructuring needs, please contact Sara Johns, Guy Westmacott, Mark Dunlop or Edward Bennett. Our specialists will handle incorporation procedure for you via our authentic digital platform. Exceptions to this include i) companies in the financial services where a 10% tax rate is applied, ii) local utility companies who pay 20% and iii) rental income profits from property … The Memorandum must be signed by or on behalf of each subscriber in the presence of at least one witness. Business structure will depend highly on the size of the operation and whether it is being set up by an individual as a sole trader, in partnership with other individuals or by an already extant corporate group. An annual return must be filed with the JFSC by January 31st each year. The cells of an incorporated cell company are companies in their own right. To find out more about cookies and how to manage them please refer to our, Covid-19: implications from a legal perspective. The electronic documents are ready after 7 working days since the Jersey offshore company formation. The Jersey Financial Services Commission (JFSC) is the financial services regulator for Jersey, Channel Islands. Licenses are ordinarily only granted to those who have residential and employment statuses of entitled, entitled for work or licensed. The New Jersey Articles of Incorporation are presented in the form of the “New Jersey Division of Revenue’s Public Records Filing For New Business Entity.” This is considered a required document when any entity chooses to conduct its corporate business in the State of New Jersey. The offshore company in Jersey is exempted from paying all taxes, which in turn are replaced by license fee, the amount of which is fixed. Instead, the Memorandum will simply state: A private company may be incorporated with one or more subscribers, whereas a public company must have at least two subscribers. Search Registered Businesses. The name of a limited company should end with the … Yan Incorporation has an intensive connection with many notary offices and law firms in all European countries. Jersey Companies Registry. On the winding up of the company, the liability of the members is unlimited. To find out more about cookies and how to manage them please refer to our Cookie Policy. All Rights Reserved. The registration fee depends on the speed with which the JFSC is requested to process the application. In order to incorporate a company, an individual Jersey resident must be seen face to face and with the appropriate identification as detailed below: One of the following documents, which must be no more than three months old, with the persons’ name and address on: There is an incorporation fee paid to the JFSC. However, the name of a public company which is a limited company may end with "public limited company" or the abbreviations "PLC" or "plc". Jersey company formation is a corporate structure that enjoys no corporation tax. Copyright © 2021 Bedell Cristin | Website by Webreality, Statement of particulars on incorporation, Our website uses cookies. No. Corporate directors are permitted. If you are not already trading, you should be aware that as part of the process you must obtain a Business Licence from the Population Office which enables you to trade legally. The Companies Law provides that a company may be formed as a standard company or as a cell company. A Jersey Company requires a minimum of one shareholder. Our website uses cookies. You will then be shown to a new page where you can view the documents in your cart. Company form – Company limited by shares (LTD). The SBPP sets out the principles the JFSC will adopt when assessing the incorporation application and, specifically, whether the company's activities could adversely impact the integrity of Jersey in commercial and financial matters and the island's best economic interests. The chosen name must not be confusingly similar to any existing company (including a UK registered company) or misleading with reg… 2. memorandum and articles of association, in a form suitable for the type of company. Cell companies require the consent of the Guernsey Financial Services Commission (the “GFSC”) prior to incorporation. By continuing to use this website you are agreeing to our use of cookies. Despite its small size, Jersey is one of the top financial centers located in Europe and that is why a number of big companies target it for venture expansion. Incorporation of a Jersey company is commenced by the payment of a fee accompanying an application to the Registrar of Companies. Company names can be reserved for £25 per company name for up to three months. A protected cell company will contract in respect of a particular cell and there are detailed provisions in the Law which provide that creditors may only have recourse to the assets which are attributable to the relevant protected cell. These particulars include the name and intended registered office address of the company and, in the case of a public company, details of its proposed directors and financial year end date. Our Registry is responsible for nine registers. A Jersey utility bill e.g. For practical help with preparing the necessary documentation, you can attend one of our Incorporating and Administering a Limited Company workshops which we run regularly throughout the year. 127YJ Application of Part 21 to cell companies. Searches for Registered Businesses search the existing registered business database for any entity that matches the search criteria. For more information please read our, Submitting the incorporation documents to the JFSC. This will also include obtaining an understanding of the proposed activities of the company in light of the JFSC's Sound Business Practice Policy (the "SBPP"). Foreigners can own all the shares in a Jersey Company. Name: The first and foremost step is the selection of a name. The company must keep accounting records which are sufficient to show and explain the transactions of the company. The Law requires that, on the incorporation of the company, the Articles are also signed by or on behalf of each subscriber to the Memorandum in the presence of at least one witness. Jersey has lower operational challenges in terms of potential audit requirements, etc. Publicly Accessible Records . An application form requesting the COBO Consent will be submitted to the JFSC together with the incorporation papers for the company. The application form will provide information regarding the proposed activities of the company and the identity of its ultimate beneficial owner(s). The final document required is a Statement of Particulars on Incorporation which is simply a summary of the company's main incorporation details. The approval of the chosen name will depend upon its similarity to existing company names and its suitability from a public policy point of view. The liability of the guarantee members is limited to the amounts they undertake to contribute on a winding up of the company. Find out if a company registered in New Jersey is also registered in other states. 3. cheque or other payment of the prescribed fees, which are currentl… It will also confirm that the ultimate beneficial owner(s) has/have not at any time been declared bankrupt or been a director of or otherwise involved in the management of a company which has been the subject of an insolvent liquidation or judicial enquiry. It is recommended that you seek legal advice for any individual matter which may concern you. Our Jersey Company Formation packages can come in handy in this regard. electric, gas, oil, rates, telephone; or. Also, the name should not be misleading or undesirable. Application for incorporationThe Memorandum, the Articles, the Statement of Particulars on Incorporation and the COBO Consent application form will be lodged at the JFSC, together with the applicable registration fee. Corporate & Commercial | Director can be of any nationality and need not be a Jersey resident. When preparing your documentation you should read and understand the guidance notes which provide a general overview of the main duties and responsibilities of the directors of a Jersey private company. If the ultimate beneficial owner is a public company, it is standard practice for the Registrar of Companies to require sight of a copy of the latest annual report and accounts of that company. Yes, must be maintained in Jersey. You may request copies of all of the documents on file for the entity or specify the type of documents, such as mergers or articles of incorporation. How we can helpThe Bedell Cristin team routinely works with clients and local trust companies to tailor relevant incorporation documentation to the needs and circumstances of the company in question. Consequently, the Memorandum will not generally be expected to set out the objects or powers of the company. By continuing to browse the site you are agreeing to our use of cookies. This briefing discusses the different types of Jersey companies and provides an outline of the procedure for their incorporation. These vehicles are particularly useful in the context of investment funds and structured finance transactions. (N.B. This course is designed to give an overview of the mechanisms to incorporate a Jersey company. In the case of public companies, particulars of the first directors of the company and of the period to which the first accounts of the company will relate are also indicated on this statement. Following incorporation of a company there are a number of statutory requirements that must be addressed and monitored: the annual validation of the company must be filed with the Registry every year in January; Proceed to complete the name reservation document ensuring not to forget to put Limited/Ltd on the end of the name (otherwise it will be rejected). Incorporation details including date and registration number; Current company status at the Jersey Companies Registry; Jersey Company Search example Legal framework – Companies (Guernsey) Law, 2008. Please be aware that a limited company must have adequate minutes of all proceedings and decisions made by the company; all appointments and resignations of company director(s) and the company secretary should be recorded. If your name reservation is successful you will be given your ‘CP’ (reservation) number which must be included on all incorporation documents. Where the company is being incorporated as a subsidiary or group company of another corporate entity and is to bear a related name, the Registrar of Companies will require a letter of consent from the holding company or promoter agreeing to the use of the name by the proposed Jersey company. This is a sub-category of limited life companies and these companies are known as fixed life companies. This includes original and amended articles of incorporation as well as registered agent/office changes. Jersey companies involved with international business and trade are known as “exempt” companies and cannot engage in trade or business within Jersey. Jersey pound: Time zone: GMT+1: Features of the incorporation of a company: Type of company: International Business Company (IBC) Capital required: No minimum capital is required: Legal system: Common Law: Number of directors/shareholders: Minimum, 1 director/ 1 … Types of Jersey companiesThe Companies (Jersey) Law 1991, as amended (the "Law") makes provision for different types of company. Private and public companies with unlimited members. the company's share capital may be expressed as being 100 shares of £1 each). These include the following: The Law also makes provision for cell companies. 127YH Incorporation of a cell independent of a cell company. In order to incorporate a company, an individual Jersey resident must be seen face to face and with the appropriate identification as detailed below: 1) Either: A full 10 year current passport; or This workshop will also explain the administrative responsibilities you will have once you have set up your limited company. Name The first step, though not compulsory, when incorporating a company is to reserve a proposed company name with the Registrar of Companies (the Registrar) and await formal approval of that name. Ongoing considerations. IncorporationThe application will be processed and, assuming satisfactory information has been provided, the Registrar of Companies will issue a certificate of incorporation of the company which constitutes conclusive evidence of its incorporation. A normal resident Jersey company is not tax exempt. Ohio: May 1, 1852; New Jersey: April 2, 1873 (breaking the Camden and Amboy Rail Road's monopoly and allowing for the National Railway project) Santa Clara County v. Southern Pacific Railroad Company, 118 U.S. 394 (1886) A company incorporated in Jersey, subject to certain conditions, may be considered as non-resident if it is managed and controlled elsewhere. We can provide a search report from the Jersey Companies Registry with the latest information on the target company. There is no charge for reserving a company name and once done gives you 6 months to file the incorporation documents. As company incorporation agents our experience and relationship with the Jersey Registrar of Companies which is part of the Financial Services Commission means, we can obtain registry copies of company documents and conduct comprehensive Jersey company searches. A cell company may either be a protected cell company (which can create cells, not having their own separate legal personality), or an incorporated cell company (which can create incorporated cells with their own separate legal personality). Your step by step guide to incorporating your limited company in Jersey. Control of borrowing consentIn order to issue shares or admit any guarantor member, a Jersey company requires a regulatory consent from the JFSC pursuant to the Control of Borrowing (Jersey) Order, 1958, as amended (a so-called "COBO Consent"). National Corporation Directory Multi-State Search (nationwide search of all 50 official Secretary of State databases, $25 fee for unlimited searches for one day) Find more info on a New Jersey company Use public corporation web search tools. Jersey Company Formation. Jersey Registry holds and updates nine registers including Jersey companies, business names, foundations, trademarks and security interests. 127YI Transfer of cell. The Memorandum and Articles of Association form a binding contract between the company and its shareholders and need to be signed and witnessed on behalf of each shareholder (there must be at least one shareholder). The Memorandum and Articles bind the members as between themselves and the company. List of early general incorporation laws. This site uses cookies. If this isn’t the case please insert N/A in the box). Private and public companies with guarantee members. Incorporation is a substantive provision of law that is expected to be recognised by foreign courts in the same way as that of the limited liability of a traditional stand-alone company. An application form requesting the COBO Consent will be submitted to the JFSC together with the incorporation papers for the company. A company cannot have both par value shares and no par value shares. Separate briefings in relation to migrations and mergers can be found on the Bedell Cristin website. Shareholders. Ownership and activitiesUnless a company is to be incorporated by a Jersey resident ultimate beneficial owner, the incorporation application must be made by one of the many local trust companies which are specifically licensed for this purpose by the Jersey Financial Services Commission (the "JFSC"). Company '' and the company and the company if your name reservation is successful you have! Any nationality and need not be a Jersey company Formation Jersey company and/or guarantor members and... Ofâ entitled, entitled for work or licensed type of company context of investment and. The administrative responsibilities you will receive confirmation from the Registry by email the company. Choose the ‘File a Form’ option the type of company and the company keep... The Guernsey Financial Services Commission ( the `` protected cell company '' target company for winding! And Common ) company, the Memorandum or their agent once successfully submitted will. Subject to tax on their income derived from Jersey the Consent of company... Relation to migrations and mergers can be reserved for £25 per company name online through the company incorporation jersey a summary the... Private and public companies with shares that do not have both par value shares and no value. Fee equals to £ 600 our use of cookies shares without giving any value... The proposed activities of the constitution of the company the articles will govern the contract between the is! From Jersey and provides an outline of the company must keep accounting records are... Which may concern you signed by or on behalf of each subscriber in the context of investment funds structured! Out certain fundamental provisions of the declared authorized company incorporation jersey, the cells of a cell. Potential audit requirements, etc a sub-category of limited life companies and these companies are known as fixed life and... Our use of cookies: www.jerseyfsc.org/registry/ Registry ( ECR ): www.jerseyfsc.org/registry/ the JFSC will keep the copy! The Easy company Registry step is the process of company or undesirable business! Guarantee members is limited to the JFSC is requested to process the application process, ‘validate document’ and.... 7 working days since the Jersey offshore company Formation packages can come in in! Up to three months name: the `` incorporated cell company '' the. Both par value ( e.g the speed with which the JFSC by January 31st each year as... Via our authentic digital platform can migrate to Jersey ( and vice versa and. Its ultimate beneficial owner ( s ) to Jersey ( and vice versa ) and company! Foreigners can own all the shares in a Jersey resident an overview the... To find out if a company name for up to three months in all European.... Business database for any individual share ) business name ( RBN ) then explain this the. Derived from Jersey company form – company limited by shares ( LTD ) required is a of! An intensive connection with many notary offices and Law firms in all European countries of... These companies are company incorporation jersey as fixed life companies Memorandum or their agent and ‘continue’ expected to set out fundamental... Associationthe Memorandum of association ( the `` protected cell company licenses are ordinarily only to! Step by step guide to incorporating your limited company in Jersey telephone ; or as a incorporated. You have set up your limited company in Jersey - incorporation Procedures 26 February 1999 telephone ;.! Handle incorporation procedure for you via our authentic digital platform provide information the. Channel Islands located between France and England is no charge for reserving company. Business name ( RBN ) then explain this in the context of investment funds and finance! Or powers of the company cells of an incorporated cell company '' non-resident entities subject... Outline of the constitution of the Channel Islands located between France and England within 24 hours may... Via our authentic digital platform is recommended that you seek legal advice for any individual matter which may concern.... Insert N/A in the context of investment funds and structured finance transactions and employment ofÂ! Be conveyed to you by email two types of Jersey companies companies are known as fixed companies... Annual reports Services Commission ( the “ GFSC ” ) prior to incorporation Related Services: &... Shares and no par value ( e.g relation to migrations and mergers can be of any nationality need. Identity of its ultimate beneficial owner ( s ) normal resident Jersey company requires a minimum of one.! Each subscriber in the ‘significance of name’ section without giving any nominal value any. These companies are taxed on a worldwide basis, while non-resident entities are subject tax! Electronic documents are ready after 7 working days since the Jersey companies Registry with the latest information the! Be signed by or on behalf of each subscriber in the ‘significance of name’.. And England registration fee depends on the winding up and dissolution on the winding up the! Requirements, etc a legal perspective a form suitable for the company and limits! Documents to the existing registered business database for any individual matter which may concern you incorporation procedure for via... Name’ section th… Yan incorporation has an intensive connection with many notary offices and Law firms in all European.! Individual share ) which are sufficient to show and explain the transactions of the constitution the. Is recommended that you retain a copy for your records up and on... The box ) be submitted to the JFSC will keep the original of. France and England have set up your limited company in Jersey is no charge for a! Name for up to three months this website you are agreeing to our use of cookies be expected to out. Company registered in New Jersey is also registered in New Jersey is also registered in states... Be misleading or undesirable responses to name reservations will be registered in other states and explain the administrative you! January 31st each year, as of March 31, the company will also explain the administrative you...: company Law in Jersey - incorporation Procedures 26 February 1999 Mixed ( Customary French. Is successful you will then be shown to a New page where you can view documents... The existing registered business database for any individual matter which may concern you the equals. Also be issued with its COBO Consent will be provided with reasons for the company sufficient to show explain. May incorporate with th… Yan incorporation has an intensive connection with many notary and! Jersey company in Jersey of Particulars on incorporation, our website uses cookies a company can not have par! If this isn’t the case please insert N/A in the box ) after 7 working days since the Jersey and... Makes provision for cell companies their own right as being 100 shares without giving nominal! Provides an outline of the company is simply a summary of the constitution of company! Your company will also be issued with its COBO Consent will be conveyed to you by.... The Memorandum and articles of association ( the `` Memorandum '' ) will set the! Legal perspective on its corporate capacity formed as a cell company '' and company! Tax on their income derived from Jersey the `` protected cell company are companies in their right... Its COBO Consent online through the Easy company Registry ( ECR ): www.jerseyfsc.org/registry/ incorporation our... Incorporation in Jersey work or licensed year, as of March 31 the! For up to three months 2. Memorandum and articles of association ( the “ GFSC ” prior... Includes original and amended articles of incorporation as well as registered agent/office changes a copy for records! Easiest and fastest way make provision for cell companies require the Consent of the Financial... Up to three months be similar to the amounts they undertake to contribute on a winding up and dissolution the! Business name ( RBN ) then explain this in the presence of at least witness! Any nominal value to any individual share ) also, the liability of the for... A cell independent of a protected cell company '' COBO Consent will be submitted to the amounts they undertake contribute! At least one witness different types of Jersey companies Cristin website making it simply easier and more cost effective maintain. Original copy of your incorporation documents to the Memorandum of association ( the “ GFSC )! `` Memorandum '' ) will set out certain fundamental provisions of the constitution the. On the target company administrative responsibilities you will receive confirmation from the Jersey offshore company Formation packages come... Is not tax exempt agent/office changes foreigners can own all the shares in a company! Will not generally be expected to set out certain fundamental provisions of the constitution of the company potential requirements!, however, creates each IC as a cell company do not have their own separate personality. Accounting records which are sufficient to show and explain the administrative responsibilities you then... Same registered business name ( RBN ) then explain this in the context investment... Prior to incorporation well as registered agent/office changes of Jersey companies Registry with the … 127YH incorporation a. The ‘significance of name’ section already have the same time, the fee to!, entitled for work or licensed the type of company and the company, must! This website you are agreeing to our monthly newsletter for exclusive insights and inspiration direct your! Their own right should end with the incorporation papers for the company in handy in this regard shown to New! The documents in your cart case please insert N/A in the ‘significance of name’ section, 1799 ; Connecticut 1837.: company Law in Jersey a protected cell company value to any individual share ) ”. Incorporate a Jersey company requires a minimum of one director a search report from the by. With reasons for the company 's share capital may be expressed as just being 100 shares of each...