KNOWLEDGE BASE

KEY CORPORATE FEATURES

GENERAL INFORMATION

The Channel Islands are divided into two Baliwicks; Jersey and Guernsey (which comprises the smaller islands of Alderney, Sark, Herm and Jethou). Jersey is the largest of the Channel Islands and is approximately 160 kilometres south of England, but only 22 kilometres from France.

Population

The population of Jersey is approximately 91,000 and effective immigration controls exist to restrict future growth.

Political Structure

Historically The Channel Islands formed part of the Duchy of Normandy and have been in possession of the Crown of England since 1066 when the Duke of Normandy became King of England. When Normandy was overrun by the King of France in 1204 the Islands remained in the hands of the King of England, who continued to use the title of Duke of Normandy until 1259. Accordingly, the constitutional relationship between the Channel Islands and the United Kingdom is unique. Jersey is not part of the United Kingdom but a self-governing Crown Dependency which gives the Island constitutional rights of self government and judicial independence with political and economical stability. The Islands special relationship with the European Union was ratified by Protocol 3 of the Treaty of Accession of the United Kingdom to the European Community. Through this Protocol, Jersey complies with the European Union Directives on trade in industrial and agricultural products, but is not obliged to implement Directives or Regulations in other areas such as Taxation, Financial Services and European Monetary Union.

Infrastructure and Economy

Whilst the financial services sector provides Jersey's main source of income, the tourist industry continues to be important.

Air services from Jersey are excellent with services to London being particularly frequent. There are also flights to many European centres, including Paris and Amsterdam.

Language

English is used in all aspects of the financial and commercial activities of the Island. However, French remains the official language of the Royal Court of Jersey.

Currency

The Jersey Pound is on par with the UK Pound. The Island issues its own notes and coinage that are freely interchangeable with the UK Pound.

Exchange Control

None.

Type of Law

Largely based on English Common Law, with many French features.

Principal Corporate Legislation

Companies (Jersey) Law, 1991, as amended, based on the English Companies Act 1948.

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JERSEY COMPANY INFORMATION

Procedure to Incorporate

By submission of the Memorandum and Articles of Association to the Financial Services Commission, together with notification of the Registered Office address, the names, nationalities and addresses of the directors and shareholders, character references relating to the beneficial owners and a full description of the proposed company's trading and/or investment activities.

Powers of Company

A Jersey company has all the powers of a natural person.

Language of Legislation and Corporate Documents

English.

Registered Office Required

Yes. Must be maintained in Jersey.

Shelf Companies

No, due to disclosure requirement of beneficial ownership and trading activities.

Time to Incorporate

Takes approximately 10 – 14 days, subject to name approval and compliance with the strict regulations governing the incorporation of Jersey companies.

Name Restrictions

A name that is similar to or identical to an existing company or registered entity. Names of well-known multi-national companies, without prior written consent. Names that imply illegal activities. Names that imply royal or government patronage, either local or foreign. Use of the word “International” in a name is restricted and is to be used only by companies of stature, trading internationally. In addition the minimum share capital requirement of companies using the word “International” is:

  • First word of name - £1,000,000
  • Second word of name - £250,000
  • Third word of name - £100,000
Language of Name

The name of a Jersey registered company can be in any language using the Latin alphabet as long as the authorities are advised of the meaning on the name application form. The name application will then be granted, or otherwise, under the current guidelines regarding the use of certain words.

Names Requiring Consent or a Licence

The following names or their derivatives require consent or a licence: Jersey, bank, building society, savings, loans, insurance, assurance, reinsurance, building society, Chamber of Commerce, council, co-operative, trust, trustees, finance, international or their foreign language equivalent.

Suffixes to Denote Limited Liability

A company with limited liability must end its name with Limited or Avec Responsabilité Limitee or the abbreviations Ltd and SARL.

Disclosure of Beneficial Ownership to Government Authorities

Yes, before incorporation. If beneficial ownership changes the Financial Services Commission has to be informed immediately. If the owner is a trust, details of the settlors, instigators and trustees are required before incorporation. If the owner is a public company, a copy of the latest annual report is required.

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JERSEY COMPLIANCE

Authorised Share Capital

The usual authorised share capital is £10,000 or its foreign currency equivalent, although issued capital may be nominal e.g. £1. Stamp duty is payable on higher amounts of capital.

Minimum Issued Capital

Equal to the value of the shares issued to the subscribers, normally one share of £1 paid or its foreign currency equivalent. All issued shares must be paid in full in cash.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares, non-redeemable shares and shares with or without voting rights.

Taxation

All companies incorporated or becoming first resident from 3rd June 2008 Jersey have a corporate income tax of 0% unless it is:

  • Financial Services Entities e.g bank, trust, financial services company - liable at the 10% Corporate Rate
  • Utility Companies e.g. Electricity, Gas - continue to be taxed at 20%
  • Rental and Property Development Companies - continue to be taxes at 20%

A company is regarded as resident in Jersey if it is incorporated in Jersey or its business is managed and controlled in Jersey unless:

  • It is managed and controlled outside Jersey in a country of territory where the highest rate at which the company may be charged tax on any part of its income is 20% or higher
  • It is resident for tax purposes in that country of territory
Double Taxation Agreements

None.

Goods & Services Tax - GST

The States of Jersey introduced a broad based Goods and Services Tax (GST) as from 6th May 2008 – The Goods and Services Tax (Jersey) Law 2007. GST is a sales tax on domestic consumption of imported and local produced goods and services, the current rate is 5%.

GST is not intended to be a tax on business and a special regime applicable to "International Service Entites" or “ISE’s” has been introduced by the law. ISE status removes the entity from the scope of the GST. ISE status can be obtained by a Jersey Trust company through an annual registration and payment to the Comptroller of Income Tax who will maintain a list of ISE’s.

Financial Statements Required

Whilst there is no requirement to file audited financial statements with the authorities, it is important to note that a company is required to keep financial records, which reflect the financial position of a company.

If accounting records are kept at a place outside Jersey they must be sent to the company's registered office in Jersey at not less than 6 month intervals.

Directors

The minimum number of directors required by law is one; they may be natural persons of any nationality and need not be resident in Jersey or bodies corporate providing the corporate entity so acting is required in Jersey to carry on trust company business pursuant to the Financial Services (Jersey) Law 1998.

Company Secretary

A company secretary is required who can be a natural person or body corporate. Can be of any nationality and need not be resident in Jersey.

Shareholders

The minimum number of shareholders is one. Details of shareholders are available to the general public.

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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