Jonathan Heaney
Managing Partner
Jersey
The Jersey States Assembly has approved amendments to the Companies (Jersey) Law 1991 aimed at reinforcing its 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.
It is expected that these proposals will be adopted in the second quarter of 2026 and could come into force as early as 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 will no longer be 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 will no longer be 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 will be 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 will be 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 will be 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 proposed amends there will now also be '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 proposed amends 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 could be approved by ordinary resolution and not just special resolution. In addition, it will be 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. It is expected this will 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 could 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 will no longer require making a fully-fledged solvency statement by the directors of the company, but entering into contract with a broker/ financial intermediary to facilitate buybacks would need 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 will be 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 will be able to circulate shareholder resolutions amongst themselves which will be passed when signed by the relevant majority – under the existing legislation the circulation of written shareholder resolutions to members is a company led process and not something members can 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) will not be 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 will be expressly permitted by default. Notices of meetings could be made by announcements on the company's website.Direct voting of shareholders
Articles of association could provide that a member can send in a voting form to the company (by post or electronic means) which will be 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 will be not required subject to additional term being provided
Express provision will state that shareholders agreements will not be 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 will prevail, and the shareholders will 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) will be exempt from the account and audit requirements under the law and would only be required to comply with the accounts and audit requirements provided by the rules of the relevant regulated exchange.The list of exchanges is expected to include 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 will no longer require a special resolution of each class of members and instead only a special resolution of the merging company will be 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 current regime) will have a right to object the proposed merger.Summary winding up of companies
Improvements to the winding up regimes
Company would be able to commence summary winding up (ie 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. Six months look forward period would thus be 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 will also be enabled.
