Regulatory update – Jersey

The Amendment Law represents a substantial overhaul of the Companies (Jersey) Law 1991, aimed at increasing flexibility and aligning Jersey company law with international standards.

Key amendments include:

• Removal of the 30-member limit for private companies
• Abolition of authorized share capital for par value companies
• Expanded flexibility to alter share capital, including conversion of shares between classes
• Greater clarity and flexibility regarding variation of class rights
• Broader methods permitted for share transfers
• Ability for directors to rectify register of members errors without court approval, subject to consent
• Optional issuance of share certificates
• Simplified rules for redemption and purchase of fully paid shares, including for nil consideration
• Mechanisms to ratify unlawful share redemptions, purchases and distributions
• Removal of the requirement to record directors’ disclosed interests in board minutes
• Expanded scope of directors’ indemnities and advancement of legal expenses
• Introduction of direct voting at general and class meetings
• Removal of certain filing requirements for shareholders’ agreements
• Simplification of members’ schemes of arrangement
• Streamlined provisions relating to mergers and continuance, including higher creditor notification thresholds

Conclusion

The Amendment Law modernizes Jersey’s corporate framework and significantly enhances the ease of use and administration of Jersey companies, reinforcing Jersey’s position as an international corporate domicile.