Amendments to Companies (Jersey) Law 1991

The Companies (Jersey) Law 1991 has been amended to reinforce Jersey’s position as a leading international financial centre.

The changes reflect the island's longstanding commitment to maintaining a modern, flexible and business-friendly corporate framework that aligns with international best practice while remaining responsive to market needs.

They are designed to enhance clarity, efficiency and legal certainty for companies, investors and advisers, while preserving the core features that have made Jersey a jurisdiction of choice for complex cross-border structuring, investment funds and private wealth. This ensures the law remains robust, competitive and fit for purpose.

Our team contributed to these proposals through close engagement with Jersey's legal and finance professionals.

The majority of the recent changes to the Companies (Jersey) Law 1991 (the "Companies Law") came into force on 1 June 2026.This update outlines the key changes and considers their practical implications for Jersey companies and their stakeholders.

Share capital, transfer of shares and liquidity management

Cap on the number of shareholders in a private company to be removed

Private companies with more than 30 shareholders are no longer classified as public. They can now have an unlimited number of shareholders without losing the benefits of being a private company.

Removal of the requirement on specified authorised share capital for par value companies

Par value companies are no longer required to have an authorised share capital though this can be retained in the memorandum of association if so desirable.

Issuance of share certificates and providing physical instruments of share transfer will be optional

Companies are able to remove the requirements to issue share certificates and have physical instruments of transfer for the shares if the articles so provide.

Flexibility in rectification of the register of members in the event of manifest errors

Directors are able to rectify the register of members without applying to court if there is no adverse effect of the proposed change on any person.

Capital contributions

Contributions of assets or cash to a company other than in respect of an issuance of shares are expressly permitted meaning the amount or value of such contribution can be contributed directly to any account of a company (including its share premium account or stated capital account) other than a nominal capital account.

Introduction of 'merger relief' similar to that available under Companies Act 2006

The existing legislation permits what is known in the UK as group reconstruction relief and under the amendments there are now also 'merger relief' provisions which are intended to mirror sections 612 to 615 of the Companies Act 2006 save that they have been adapted to apply to no par value companies as well. Under the amendments the relief has, however, been made optional rather than mandatory as it is under the Companies Act 2006.

Flexibility in what constitutes variation of rights of members

Articles of association can specify what is, or is not, to be regarded as a variation of the rights of any class of members of the company.

Simplified approval of share buybacks

Share buybacks can be approved by ordinary resolution and not just special resolution. In addition, it is possible for private companies to implement 'buyback programmes' similar to that previously only available to public companies which can grant standing authority over a period of up to 5 years to implement share buybacks within the parameters contained in the shareholder resolution. This is expected to be particularly useful for companies with a high turnover of shareholders.

Simplified ratification of deficient distributions, buybacks and redemptions of shares

Any distribution, buyback or redemption of shares approved by the directors without making a concurrent solvency statement can be ratified by the directors and without additional approval by the shareholders or applying to court.

Replacing the requirement for solvency statements in respect of buybacks of listed shares conducted by a broker

Repurchasing listed shares using a broker / financial intermediary no longer requires the making of a fully-fledged solvency statement by the directors of the company, but entering into contract with a broker / financial intermediary to facilitate buybacks needs to be accompanied with an abridged statement of the company's ability to continue and discharge its liabilities until the relevant date (which is the expiry of the period of 12 months following the date of the contract with a broker / financial intermediary).

Simplified written shareholder resolution process

Non-unanimous written shareholder resolutions are permissible unless stated otherwise in a company's articles of association (previously this was an opt in regime). In addition, unless prohibited in a company's articles of association, shareholders are able to circulate shareholder resolutions amongst themselves which will be passed when signed by the relevant majority – under the previous legislation the circulation of written shareholder resolutions to members was a company-led process and not something members could do themselves.

Corporate governance and company administration

Limiting the requirement to file all special resolutions with the Jersey Companies Registry

Resolutions which have been approved as special resolutions (but were not required to be approved as special resolutions by the Companies Law) are not subject to filing requirements with the Jersey Companies Registry.

Digital amendments and modes of meetings

Internet voting and voting by other telecommunication means in meetings is expressly permitted by default. Notices of meetings can be made by announcements on the company's website.

Direct voting of shareholders

Articles of association can provide that a member can send in a voting form to the company (by post or electronic means) which is viewed and deemed as the vote without appointing a proxy to vote on such member’s behalf.

Filing of shareholders agreements with the Jersey Companies Registry is not required subject to additional term being provided

Express provisions state that shareholders agreements are not required to be filed with the Jersey Registry if they contain a term stating that in the event of a conflict between that agreement and the articles of association, then the agreement shall prevail and the shareholders shall amend the articles of association.

Accounts and audit exemptions for listed companies

Jersey public companies listed on regulated exchanges to be prescribed by the Minister for External Relations in Jersey (i.e. not just those in the EU or the UK) are exempt from the account and audit requirements under the Companies Law and are only required to comply with the accounts and audit requirements provided by the rules of the relevant regulated exchange.The list of exchanges includes regulated exchanges in the US, Australia and Canada in the first instance.

Mergers and schemes

Removal of the headcount test in members' schemes of arrangements

This test requires a majority in number of voting members (not just in value) to approve a members' scheme of arrangement commonly known as the 'headcount test'. Removing this requirement will be of great benefit in case of public companies, where shares are often held by a few nominee holders on behalf of many investors.

Removing the need for separate class consents

Approval of mergers no longer requires a special resolution of each class of members and instead only a special resolution of the merging company is required.

Limiting the number of creditors entitled to object to Jersey mergers

Only the creditors with a claim against the company for a liquidated sum of £25,000 (representing a 5x increase in value as compared to the previous regime) have a right to object to the proposed merger.

Summary winding up of companies

Improvements to the winding up regimes

A company is able to commence summary winding up (i.e. a shareholder-led and solvent winding up) in case it has no liabilities or it has liabilities that it will be able to discharge in full as they fall due. The six months 'look forward' period has been removed thus permitting interim distributions.
Sale of assets in exchange for shares, debt instruments, securities or other similar instruments in other entities as part of realisation of the company’s assets, distribution of its assets or discharge of the company's liabilities is also now permitted.

Creditors’ winding up of companies

Court ordered creditors' winding up

A creditor must have a liquidated claim of not less than £3,000 which is due and payable, as opposed to a contingent claim, to be potentially eligible to apply for a creditors' winding up order.

Moratorium

The moratorium against claims being brought or continued against the company following the commencement of a creditors' winding up or the appointment of a provisional liquidator does not prevent a secured creditor from enforcing their security, including commencing  any action or legal proceeding to enforce such security, where the security consists of a hypothec over Jersey immovable property.

Administration

The Law was further amended with effect from 19 June 2026 to include a new statutory administration process. The new regime enables a distressed company to apply to the Royal Court to issue an administration order with a view to rescuing the company as a going concern or to otherwise provide a more advantageous realisation of the company’s assets than would be achieved by a winding up. This will undoubtedly be a very useful tool for the corporate rescue and restructuring of Jersey companies in the appropriate circumstances.

How we can help

If you would like to discuss how these amendments affect your business or need guidance on navigating the changes, please get in touch with our team. Our Corporate and Insolvency & Dispute Resolution teams are here to help you understand the new framework and ensure you continue to benefit from Jersey's competitive corporate environment.