Jersey Company Law Series: Records, Accounts, Annual Confirmation Statement and Audit Requirements

• Rules relating to financial records and accounts

• Accounting records a company must keep and accounting principles applied

• Annual confirmation statement and audit requirements

What accounting records must a company keep?

Each Jersey company must keep accounting records that are sufficient to show and explain its transactions and which:

• disclose with reasonable accuracy, at any time, its financial position; and

• enable the directors to ensure that any accounts prepared by the company comply with the requirements of the Law.

What period should accounts relate to?

The directors must prepare accounts for a period of not more than eighteen months from the date of incorporation or, if the company has previously prepared accounts, eighteen months from the end of the period covered by the most recent set of accounts.

What accounting principles should be applied?

The accounts must be prepared in accordance with generally accepted accounting principles ("GAAP") and the accounts must specify the GAAP adopted in their preparation. Specific GAAP may be prescribed for market traded companies.

Must the accounts be audited?

Private Jersey companies are only required to appoint an auditor if:

• it is required by the articles of association of the company; or

• it is required pursuant to a resolution of the company's shareholders passed at a general meeting.

Presenting the accounts to shareholders

If the company is a "relevant private company" (ie it is required to hold an annual general meeting), the accounts (and any auditor's report) must be laid before a meeting of the shareholders within 10 months of the end of the financial period covered by the accounts.

If the company is not obliged to hold an annual general meeting, it does not have to present the accounts or auditor’s report to a meeting of the shareholders unless required by a shareholder within eleven months of the end of the financial period covered by the accounts.

Entitlement to copies of accounts

A shareholder that has not been provided with a copy of a company's accounts may make a written request to the company to be furnished with a copy of those accounts and any auditor’s report. The company must provide a copy of the accounts (and any auditor’s report) without charge within seven days of receipt of the request.

How long should the accounts be kept for?

The Law requires accounting records to be preserved by the company for at least ten years from the date on which they are made.

Is an annual confirmation statement required?

All Jersey companies are required to deliver an annual confirmation statement to the Registrar of Companies (the "Registrar") by the end of February each year, together with the applicable filing fee. The statement must be submitted by the company's nominated person through the myRegistry portal for that entity.

The annual confirmation statement must set out details of the company’s directors, its secretary, beneficial owners and members, as well as its registered office and share capital structure. Annual confirmation statements are available for public inspection with information on members, share information and significant persons (ie directors) being publically available.

Failure by a company to file its annual confirmation statement by the end of February will result in a late filing fees and the company will be guilty of an offence. If no annual confirmation statement has been delivered by the end of June, the company may be struck off by the Registrar.

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.