Disclosure and Provision of Legal Entity Information in Jersey

• Jersey disclosure legislation applies to all types of legal entities which have legal personality

• The legislation provides legal clarity around disclosure of information, particularly in relation to beneficial ownership

• Under the legislation, the JFSC maintains a Significant Persons register along with registers in relation to beneficial ownership and annual validation information

The Disclosure Law was put into place to provide greater legal clarity around disclosure of company information and a foundation for future changes, particularly in relation to beneficial ownership. Its introduction should be understood within the context of ongoing pressure on offshore jurisdictions to comply with the Recommendations of the Financial Action Task Force ("FATF") in relation to AML/CFT/CPF measures and, specifically, in relation to Recommendation 24 of the FATF Recommendations which requires countries to "ensure that there is adequate, accurate and up-to-date information on the beneficial ownership and control of legal persons that can be obtained or accessed rapidly and efficiently by competent authorities, through either a register of beneficial ownership or an alternative mechanism".

Scope

The Disclosure Law applies to all types of legal entities which have legal personality, namely companies, LLCs, foundations, incorporated and separate limited partnerships, and LLPs. It does not apply to limited partnerships.

The Disclosure Law requires applications to register or establish an entity to include information about the proposed entity including information about the beneficial owner(s), significant person(s), and proposed nominators and nominees (where shares will be issued to a nominee).

The Disclosure Law also requires entities to provide an annual confirmation statement on an ongoing basis to confirm that the information held remains accurate as of the 1 January every year and, generally, to notify the JFSC within 21 days if it becomes aware of any errors or inaccuracies in respect of this information.

The JFSC is required, under the Disclosure Law, to maintain registers in relation to beneficial ownership information, significant person information and other information contained in annual confirmation statements.

Significant Persons Register

The Disclosure Law created the concept of a "significant person" which includes:

• the directors and secretary of a company;

• the council members of a foundation;

• the general partner of an incorporated or separate limited partnership;

• the managers of an LLC; and

• a limited partner of an LLP who is able to participate in its management.

The Disclosure Regulations sets out what information that is kept in the significant persons register by the JFSC must be made public (ie published on the Companies Register). This includes information about significant persons' name, date of birth, correspondence address, nationality and occupation.

Nominated persons and annual confirmation statements

The Disclosure Law provides for the appointment of a "nominated person" to act on behalf of a company for the submission of filings to the Companies Register. In practice, this is usually a trust and company service provider that provides administration services to the company, or the directors or secretary of the company. The significance of the role of the nominated person is that this entity is able to inspect the records of the company held by the Registrar of Companies ("Registrar") and, importantly, check the accuracy of the beneficial ownership information held by the Registrar (and update it if necessary).

The nominated person ordinarily submits a company's annual confirmation statement.

Balancing privacy protections

Under the Disclosure Regulations, an application can be made to the Registrar to request that certain information be kept private which would normally be made public. This is an important privacy protection for vulnerable and/or high-profile individuals.

An application to keep information on the Companies Register private can be made where:

• there is a serious risk that the applicant, or a person who lives with the applicant, will be subjected to violence or intimidation as a result of information being made available for public inspection;

• there is a serious risk of damage or threat to property as a result of the information being made available for public inspection; or

• there are exceptional circumstances that justify the making of the application.

The Disclosure Regulations also set out an appeals process against a decision of the Registrar in relation to such applications.

Beneficial Ownership

Under the Disclosure Order, "beneficial ownership information" refers to information about an individual owner that is the beneficial owner of an entity including the individual's name, address for correspondence, residential address, nationality, occupation, gender, date of birth and place/country of birth.

The information about beneficial owners needs to be provided to the Registry, however, this information is currently not made publicly available.

The information contained in this guide is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter.