Sep 30, 2026
key takeaways
The Companies (Jersey) Amendment Law 2026 (Amendment Law), which came into force on 1 June 2026, represents the most significant overhaul of the Companies (Jersey) Law 1991 (Companies Law) in more than a decade. From 30 September 2026, a further important reform takes effect, with amendments to Jersey's prospectus regime removing the requirement for separate Jersey prospectus approval in many cases where a prospectus is circulated solely outside Jersey. Together, these changes enhance Jersey's attractiveness as a jurisdiction for listed companies and simplify the execution of international capital markets transactions and public M&A, and further strengthen its position as a leading international corporate domicile.
The Amendment Law affects share capital, distributions, directors’ duties and protections, meetings, accounts and audit, schemes, statutory mergers and winding up. The changes are particularly relevant to Jersey-incorporated companies whose securities are admitted to trading on US and UK markets and to participants in "take private" or "P2P" transactions of Jersey listed companies. References below to the Registrar are to the Registrar of Companies in Jersey, and references to the JFSC are to the Jersey Financial Services Commission.
Jersey remains a significant jurisdiction of incorporation for US-listed issuers. As at September 2026, approximately 51 Jersey-incorporated companies were listed on the London Stock Exchange, with a further 14 listed across the New York Stock Exchange and Nasdaq.
Jersey's framework is flexible, internationally familiar and capable of accommodating The Depository Trust Company (DTC) and other US capital-markets infrastructure.
This update is intended for listed companies, their boards, shareholders and non-Jersey counsel, and focuses on the headline changes which will impact certain corporate governance items for Jersey incorporated listed companies as well as decision making around structuring acquisitions of Jersey incorporated listed companies rather than providing a comprehensive restatement of the Companies Law. The update addresses the principal corporate law reforms introduced by the Amendment Law and other recent amendments to Jersey legislation. English law and UK Companies Act 2006 analogues are useful comparators where the Jersey wording and policy context are similar, but they are persuasive only and are not determinative of Jersey law. The analysis below therefore uses English law selectively and does not assume that Jersey simply aligns with the UK.
Prospectus regime changes: Jersey circulation and UK admission
The Jersey prospectus regime, which is principally set out in the Companies (General Provisions) (Jersey) Order 2002 (GPO), has been amended with effect from 30 September 2026 so that it now applies solely to prospectuses circulated in Jersey. Previously, a Jersey company circulating a prospectus outside Jersey could, in many cases, require separate consent under the GPO even where the prospectus was not intended to be circulated in Jersey. Following the amendment, a prospectus circulated only outside Jersey is regulated under the laws of the jurisdictions in which it is circulated, without separate GPO consent being required solely because the issuer is incorporated in Jersey. This removes an important extraterritorial feature of the former regime and should simplify international offers and admissions by Jersey companies. The Control of Borrowing (Jersey) Order 1958 (COBO) and relevant JFSC requirements must nevertheless be considered separately, because COBO regulates the issue of shares and other securities and may impose separate consent conditions.
Where a prospectus is circulated in Jersey, a separate GPO exemption may be available for a qualifying secondary issuance by a company whose shares are already admitted to trading on a UK market. The exemption is subject to the statutory conditions, including requirements relating to fungibility and the aggregate number of relevant securities admitted during the applicable 12-month period.
Share buybacks and treasury shares: reforms for listed companies
Strict compliance with the old regime could have required a fresh solvency statement each time a repurchase of shares was made by a broker on behalf of a company in connection with an on-market buyback programme. Article 57A of the Companies Law now provides a more practical regime where a company enters into a qualifying contract with a third party to purchase its listed shares or depositary certificates on its behalf, subject to a cap on the total value purchased. A tailored solvency statement may support purchases under the arrangement for up to 12 months. If the contract continues beyond that period, a further “top-up” statement must be made so that each purchase occurs within 12 months after the latest applicable statement.
For a purchase otherwise than on a securities exchange, Article 57(3B) of the Companies Law similarly now permits the relevant purchase contract to be approved in advance by the directors. This removes the need for the company separately to approve each contract, but it does not dispense with company sanction under Article 57(2) of the Companies Law.
The reforms also remove the need for shareholder approval merely to hold repurchased or redeemed shares in treasury. Subject to the articles, treasury shares may be retained, cancelled or transferred for any purpose, with or without consideration.
The resulting flexibility is relevant to buybacks, self-tenders and post-transaction capital management, but the articles, authority limits and settlement arrangements should still be checked.
Accounts and audit: the Part 16A regime for equivalently regulated companies
The new Part 16A regime is intended to avoid potential duplication of accounts and audit requirements for eligible non-EU listed issuers. Before the reform, a Jersey company listed on a US or other non-EU market could have been required to comply both with the requirements of its listing jurisdiction and with the separate Jersey accounts and audit regime. An eligible company admitted to trading on a relevant regulated market (ie an equivalently regulated company) may now rely on its market’s legislative accounts and audit requirements instead of Part 16, provided that it satisfies the statutory conditions and gives the required notification to the Registrar.
A “relevant regulated market” is a regulated market regulated or supervised by a prescribed regulator, or by a body approved by one. A “prescribed regulator” is a regulator prescribed under Article 113U of the Companies Law.
SEC registration or reporting status alone does not necessarily establish eligibility. The market on which the relevant securities are admitted to trading, the regulatory arrangements applicable to that market and the company’s accounts and audit obligations must each be considered. An eligible company must deliver its audited annual accounts to the Registrar no later than five working days after filing with, or at the direction of, the prescribed regulator. It must notify the Registrar of any late filing and pay the prescribed filing fee and any late filing fee.
The Companies (Prescribed Regulators) (Jersey) Order 2026 (Prescribed Regulators Order) names the Australian Securities and Investments Commission, the Financial Services Agency of Japan, the Ontario Securities Commission and the US Securities and Exchange Commission as prescribed regulators for Part 16A.
For a US-listed issuer, reporting to the US Securities and Exchange Commission (SEC), preparing accounts under US generally accepted accounting principles (US GAAP) or International Financial Reporting Standards (IFRS), and using financial statements audited under Public Company Accounting Oversight Board (PCAOB) standards may be relevant to the practical analysis.
Meetings and direct voting: alignment with market practice
Subject to the Companies Law and the company’s articles, meetings of members may be held by any means that permits participants to communicate with one another, including virtual-only and hybrid arrangements. The Companies Law now expressly permits the company's articles to provide that notice of the meeting may be given by drawing members’ attention to a notice on the company’s website. The website-notice route is therefore article-dependent and should be reflected in the company’s constitutional documents and notice procedures. The website notice provision, if availed of, significantly reduces the logistical burden of convening shareholder meetings.
Article 96A should be read closely on direct voting. The articles may provide for direct voting. A direct vote is delivered by post or electronic means in accordance with the articles or otherwise approved by the directors and, where valid, is treated as present and voting and counted on the relevant resolutions. Direct voting is therefore not automatically available without articles support.
Other market-relevant reforms
The Amendment Law removes the statutory 30-member limit for private companies and removes the requirement for authorised share capital for par value companies. It also expressly recognises capital contributions, giving greater flexibility in structuring equity and reserve movements. Class-rights changes remove the benefit-increase limb from the variation analysis and allow the articles to specify what does or does not constitute a variation of class rights. The articles may also provide for alternative share-transfer methods and waive the need for share certificates in appropriate circumstances. The amendments also develop the governance framework. The director-interest regime now recognises general notices of disclosure and provides that a transaction is not voidable, and the director is not accountable under Article 76(1) of the Companies Law, where the statutory disclosure and authorisation requirements in Article 76(2) of the Companies Law are satisfied.
Schemes of arrangement: abolition of the member headcount test
For a members’ scheme under the amended Article 125 of the Companies Law, approval requires a member or members representing three-fourths of the voting rights of the members or class of members present and voting in person, by proxy or by a valid direct vote. The additional limb of the "majority in number" or "headcount" test has been removed for members schemes though this has been retained for creditors’ schemes.
The abolition of the headcount test changes the statutory voting threshold only. The Royal Court retains its role in determining class composition, considering fairness and statutory compliance, and deciding whether to sanction the scheme. The removal of the headcount test therefore does not eliminate class analysis or court scrutiny.
For US-listed Jersey companies, the change removes an execution risk associated with DTC-held positions, which are typically reflected on the register through Cede & Co. as member of record even where many beneficial owners stand behind that position. It reduces the scope for headcount-related execution risk in a take-private scheme.
For schemes, section 899 of the UK Companies Act 2006 remains a useful comparator, but England retains the majority-in-number limb for members’ schemes. Jersey now deliberately diverges on that point.
Statutory mergers: a streamlined route with continuing protections
Part 18B of the Companies Law remains an important route for de-SPAC business combinations and is increasingly popular for implementing take private transactions of US listed Jersey companies e.g. the recent take private of Janus Henderson Group plc where we advised the special committee of the board of directors of the company. The Amendment Law streamlines the approval mechanics, but it does not displace the other statutory and equitable protections available to members and creditors.
Article 127F of the Companies Law no longer requires separate special resolutions of each class of members to approve the merger agreement. Approval is by special resolutions of the members of the merging companies. The removal of that separate class-approval step does not displace Article 52 class-rights analysis, Article 74 of the Companies Law directors’ duties, disclosure obligations to members or members’ unfair-prejudice objection rights under Article 127FB of the Companies Law.
An application under Article 127FB of the Companies Law by a relevant shareholder objecting to the merger may not be made more than 21 days after approval of the merger and may not be made by a member who voted in favour. Those limits should be built into the transaction timetable and member communications.
Creditors' notice and objection mechanics now use the same monetary threshold of a liquidated claim exceeding £25,000. Under Article 127FC of the Companies Law, individual written notice is owed to creditors known, after reasonable enquiries, to have a claim against the company for a liquidated sum exceeding £25,000. Article 127FE of the Companies Law objection rights apply to creditors with liquidated claims exceeding £25,000. The required public notice may be published once in the Jersey Gazette or in another manner published by the JFSC.
Capital returns and buybacks. Review existing capital-return and buyback authorities adopted under the previous version of the Companies Law and, where appropriate, refresh them to take advantage of the revised Article 57 mechanics. Existing and proposed repurchase programmes, self-tenders, third-party purchase arrangements and treasury-share plans should be reviewed against Articles 57, 57A and 58A of the Companies Law.
Constitutional documents. Review the memorandum and articles for legacy restrictions and for amendments that may be required to facilitate direct voting, website notices, electronic share-transfer methods, certificate waivers, treasury-share flexibility, alternative change-of-name procedures and tailored class-rights provisions. Par value companies wishing to remove an existing authorised-share-capital limitation should consider whether the memorandum requires amendment.
Accounts and audit. Potentially eligible listed companies should confirm that the company, its market and applicable regulator satisfy Part 16A and the Prescribed Regulators Order before relying on the exemption. Appropriate controls should be established for the initial notification, delivery of audited annual accounts within five working days, late-filing notifications and applicable fees.
Public M&A execution. Scheme and statutory-merger timetables, voting materials and creditor workstreams should be updated to reflect the revised voting thresholds, member-objection period and creditor notice and objection thresholds.
Prospectus and admission planning. Confirm at the outset whether the prospectus will be circulated in Jersey. If it will not, separate GPO consent should no longer be required solely because the issuer is incorporated in Jersey, although COBO and any other applicable Jersey requirements must still be considered. If the prospectus will be circulated in Jersey and the UK secondary-issuance exemption may be relevant, confirm the market, fungibility and aggregate number of relevant securities admitted during the applicable 12-month period.
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