Jonathan Heaney
Managing Partner
Jersey
KEY TAKEAWAYS
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.
The Disclosure Law created the concept of a "significant person" which includes:
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.
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.
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:
The Disclosure Regulations also set out an appeals process against a decision of the Registrar in relation to such applications.
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.
Key Contacts
Managing Partner
Jersey
Partner, Walkers (CI) LP
Jersey