Skip to main content
Link to Walkers homepage

Jersey Company Law offers advantages for London Stock Exchange and New York Stock Exchange listings

Sep 29, 2023

Advisory
A sleek black pen with 'Walkers' branding lies atop a closed notebook, both featuring raised 'Walkers' logos.

KEY TAKEAWAYS:

  • Jersey-based companies listed on global stock markets have a combined market cap of £174 billion

  • Jersey companies in stock exchange listings offer flexible corporate law and financial services infrastucture

  • Jersey's Company Law mirrors UK companies act

Recent weeks and months have seen regular coverage on the growing trend of large UK based companies exploring listings on US stock exchanges such as New York Stock Exchange (NYSE) and Nasdaq at the expense of the London Stock Exchange (LSE).

ARM have recently announced their intention to seek a listing in New York after prolonged lobbying by the UK government and other key industry players to pursue a UK listing or a dual US-UK listing. YouGov and CRH are among other UK firms reported in the business press to have been wavering between London and New York with high profile listings on LSE being at a premium since the heady days of 2021.

Click here for article

The respective merits of the stock exchanges in London and New York to one side Jersey companies have long been a popular vehicle for listings on LSE, NYSE and NASDAQ as well as other stock exchanges in Europe, North America and Africa. Jersey companies have been a mainstay on the LSE for many years (and make up the biggest group of companies on the FTSE 100 outside of English companies) and in recent years there have been a number of examples of Jersey companies obtaining a listing in New York (particularly on NASDAQ).

This note looks at the key features of Jersey company law and the wider regulatory regime in Jersey which make a Jersey company a popular vehicle to list on LSE, NYSE and NASDAQ bring to market in London and New York.

Listings markets

Following extremely high levels of activities on public markets during the pandemic years 2022 was a year to forget for the global IPO market. According to EY1, the number of global IPO deals slumped 45% in 2022 to 1,333, with firms raising just $179.5 billion, a 61% decrease on the year before.

Whilst now, more than ever, it is difficult to predict where financial markets are headed there are reasons to be optimistic that the volatile market conditions that led to the drop off in IPO activity in 2022 are stabilising and as a result IPO activity could begin to gather some momentum in that second half of 2023 and into 2024.

Jersey companies on international exchanges

According to Jersey Finance2 as of 30th June 2023 there are at least 75 Jersey incorporated companies listed on worldwide stock exchanges from London to New York with a combined market capitalisation of approx. £174 billion.

Those figures include 64 companies listed on the LSE (42 on the UK Main Market and 22 on AIM), as well as companies listed on the NYSE, NASDAQ, Toronto Stock Exchange, Euronext and HK Stock Exchange.

In addition, Jersey companies are approved for listing in additional markets including the Chicago Stock Exchange, the Johannesburg Stock Exchange, and NYSE Euronext Paris.

Advantages of Jersey companies for international listings – flexible corporate law regime

One of the main reasons that £174 billion worth of public companies on international exchanges around the world have used a Jersey company as their listing vehicle is the flexibility of the Jersey's companies law (the Companies (Jersey) Law 1991), which is based on the English law – and therefore familiar to onshore counsel in London, with some key benefits, including:

Distributions: there is no concept of 'distributable reserves' under Jersey law and distributions can be funded from any account of the company (other than a nominal capital account or capital redemption reserve account) so long as the directors approving the distribution are satisfied that the company is able to carry on its business and discharge its liabilities as they fall due for 12 months after the distribution. The process is the same for the repurchase of shares i.e. this simply requires a cash-flow solvency test is met. The ability to fund distributions(and repurchase of shares) from such a variety of sources is an advantage when compared with companies incorporated in other jurisdictions which are subject to more stringent capital maintenance requirements and would be attractive to a company seeking to adhere to a consistent dividend payment schedule.

The Takeover Code: the UK City Code on Takeovers and Mergers (Code) applies if any of the securities of a Jersey company are listed on a regulated market or multilateral trading facility in the UK or on any stock exchange in the Channel Islands or the Isle of Man (which includes being listed on the main board of the London Stock Exchange and on AIM). A Jersey company which has shares listed on other exchanges may also be subject to the Code if the UK Takeover Panel considers that the company's management and control is in either the UK, Jersey, Guernsey or the Isle of Man. The Code is a constantly evolving framework designed, amongst other things, to offer investor protection which is a desirable objective as far as many investors are concerned.

Disclosure obligations and mandatory offer provisions: Jersey law does not impose any requirements on Jersey listed companies with regard to disclosure obligations on ownership of shares or in respect of any mandatory offer regime. As a result Jersey companies are free to tailor their constitutional documents to reflect the relevant rules of the stock exchange. For example it would be quite common to see the provisions of s.793 of Companies Act 2006 incorporated into the articles of association of a Jersey company listed on LSE and other European exchanges.

Options for an exit: Jersey law also offers a variety of methods to implement a take private transaction of a Jersey listed company. In addition to takeover bids and members schemes of arrangement (which are also available under English law) it is possible under Jersey law to implement a take private transaction under the merger provisions of Companies (Jersey) Law 1991 which is becoming an increasingly popular method for implementing a take private transaction.

Advantages of Jersey companies for international listings – robust financial services infrastructure

Besides the favourable corporate law regime Jersey also offers other benefits for international listings, including:

Cooperative and experienced regulator: an admission document circulated prior to the listing of shares of a Jersey incorporated company is likely to constitute a prospectus under Jersey law and accordingly the consent of the Registrar of Companies in Jersey (Registrar) must be sought prior to its circulation. Any prospectus must contain certain disclosures and investment warnings which are not particularly onerous and will be familiar to professionals in the equity capital markets space. The Registrar is very experienced in reviewing and approving prospectuses and as a result the application process is efficient and the required consent can be expected within 5 business days.

Ease of trading: shares in a Jersey company listed on LSE can be traded through the CREST system as Euroclear UK & Ireland Limited is a recognised 'overseas operator' for the purposes of the Companies (Uncertificated Securities) (Jersey) Order 1999. At the time of writing we understand there to be 3 service providers in Jersey offering CREST enabled share registrar services. For a Jersey company listed in New York (on NYSE and NASDAQ) shares can be traded in dematerialised form via US direct registration system known as 'DRS'. It is also possible for shares to be held in 'street name' through Depository Trust Corporation known as 'DTC'.

Favourable tax treatment: whilst it would be unusual for a Jersey listed company to be Jersey tax resident if it was it would be subject to a rate of income tax at zero per cent (thought certain businesses may be taxed at 10 per cent or 20 per cent).  Jersey companies are not required under Jersey law to make any withholding or deduction on the payment of dividends or interest payments to non-Jersey resident shareholders or lenders.

Similarly no stamp duty is payable in Jersey on the transfer or issue of shares in a Jersey company. Where a Jersey company is listed on LSE we understand that no UK stamp duty would be levied on the transfer of shares provided that the register of members of the company is maintained in Jersey, as mentioned above there are 3 service providers in Jersey offering CREST enabled share registrar services.

Summary

Walkers' Jersey corporate team have advised on numerous IPOs of Jersey companies as well as a wide range of other equity capital market transactions involving listed vehicles on various stock exchanges worldwide.

The equity capital markets experience within the team is supplemented by extensive public M&A expertise. Our team is supported by specialist regulatory, finance and dispute resolution practice groups, enabling us to offer a full service to financial services clients across all matters under Jersey law.

Asset Management & Investment FundsCorporate, Mergers & AcquisitionsFormation, Fiduciary & ComplianceJersey

Authors

Jonathan Heaney

Jonathan Heaney

Managing Partner/Jersey

T/+44 (0) 1534 700 786
M/+44 (0) 7700 310 786
E/Email Jonathan Heaney
More articles from this author View profile
Tatiana Collins

Tatiana Collins

Partner/Jersey

T/+44 (0) 1534 700 757
M/+44 (0) 7797 863 898
E/Email Tatiana Collins
More articles from this author View profile
Dilmun Leach

Dilmun Leach

Partner, Walkers (CI) LP/Jersey

T/+44 (0) 1534 700 783
M/+44 (0) 7797 912 371
E/Email Dilmun Leach
More articles from this author View profile
Kevin McQuillan

Kevin McQuillan

Partner/Jersey

T/+44 (0) 1534 700 779
M/+44 (0) 7797 898 914
E/Email Kevin McQuillan
More articles from this author View profile
Kirsten Faichnie

Kirsten Faichnie

Senior Counsel/Jersey

T/+44 (0) 1534 700 733
M/+44 (0) 7797 913 957
E/Email Kirsten Faichnie
More articles from this author View profile
Ruth Donnellan

Ruth Donnellan

Senior Counsel/Jersey

T/+44 (0) 1534 700 719
M/+44 (0) 7797 765470
E/Email Ruth Donnellan
More articles from this author View profile
Luke Steele

Luke Steele

Senior Associate/Jersey

T/+44 (0) 1534 700 720
M/07797 863881
E/Email Luke Steele
More articles from this author View profile

Solution areas

Asset Management & Investment FundsFormation, Fidiucary & Compliance

Key Contacts

Get in touch with our team

/
Jonathan Heaney
Jonathan Heaney

Jonathan Heaney

Managing Partner

Jersey

T

+44 (0) 1534 700 786

M

+44 (0) 7700 310 786

E

Email Jonathan Heaney
View profile
Tatiana Collins
Tatiana Collins

Tatiana Collins

Partner

Jersey

T

+44 (0) 1534 700 757

M

+44 (0) 7797 863 898

E

Email Tatiana Collins
View profile
Dilmun Leach
Dilmun Leach

Dilmun Leach

Partner, Walkers (CI) LP

Jersey

T

+44 (0) 1534 700 783

M

+44 (0) 7797 912 371

E

Email Dilmun Leach
View profile
Kevin McQuillan
Kevin McQuillan

Kevin McQuillan

Partner

Jersey

T

+44 (0) 1534 700 779

M

+44 (0) 7797 898 914

E

Email Kevin McQuillan
View profile
Ruth Donnellan
Ruth Donnellan

Ruth Donnellan

Senior Counsel

Jersey

T

+44 (0) 1534 700 719

M

+44 (0) 7797 765470

E

Email Ruth Donnellan
View profile
Kirsten Faichnie
Kirsten Faichnie

Kirsten Faichnie

Senior Counsel

Jersey

T

+44 (0) 1534 700 733

M

+44 (0) 7797 913 957

E

Email Kirsten Faichnie
View profile
Luke Steele
Luke Steele

Luke Steele

Senior Associate

Jersey

T

+44 (0) 1534 700 720

M

07797 863881

E

Email Luke Steele
View profile
Grace Pickering

Grace Pickering

Head of Listings - Channel Islands

Jersey

T

+44 (0) 1534 700 714

M

07797759821

E

Email Grace Pickering
View profile
Anna Slusarczyk
Anna Slusarczyk

Anna Slusarczyk

Listings Assistant

Guernsey

T

+44 (0) 1481 748 904

E

Email Anna Slusarczyk
View profile

Get the latest insights and expertise in your inbox 

Fluid ink image
Sign up
logo footer

Connect with us

FacebookFacebook
InstagramInstagram
LinkedInLinkedIn

Employee login

Self Service Password ResetWalkers AnywhereWalkers Sharefile
Legal notices/Cookies policy

All rights reserved - © 2025 Walkers Global