Jersey Company Law Series - Continuations

The Companies (Jersey) Law 1991, as amended (the “Law”) allows for companies incorporated outside of Jersey to migrate and become a Jersey entity and similarly allows for a Jersey company to migrate out of Jersey and into another jurisdiction.  

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 The Companies (Jersey) Law 1991, as amended (the “Law”) allows for companies incorporated outside of Jersey to migrate and become a Jersey entity and similarly allows for a Jersey company to migrate out of Jersey and into another jurisdiction.  

Migrations in to Jersey

A company that is registered in a foreign jurisdiction may, if the laws of that foreign jurisdiction permit it to do so, migrate out of that jurisdiction and into Jersey.

The effect of this is as follows:

  • the property and rights of the company immediately prior to the migration continue to be the property and rights of the company;
  • the company continues to be subject to all criminal and civil liabilities, contracts, debt and other obligations; and
  • all legal proceedings which are pending by or against the company may still be continued by or against it once it has migrated into Jersey.
Provided the foreign jurisdiction’s laws allow a company to migrate out, the company may submit an application to the Jersey Financial Services Commission (the “JFSC”) for permission to become a company incorporated under the Law. The application will include, amongst other things, a set of Jersey law compliant memorandum and articles of association that will be adopted upon migration, a statement of solvency, evidence that the creditors and members of the company will not be unfairly prejudiced by the migration and a fee of £825.

Migration out of Jersey

A company incorporated under the Law may also migrate out of Jersey and continue into a foreign jurisdiction. 

Resolutions must be passed by both the members and the directors of the Jersey company to approve the migration, and the directors must also make a statement of solvency. The application to the JFSC will also include, amongst other things, confirmation from the Comptroller of Revenue and Customer and Local Services that they have no objections to the migration, evidence that notice to any creditors has been given and that no members of the company have applied to the Royal Court of Jersey on grounds of unfair prejudice. A fee of £825 will also be payable to the JFSC as part of the application. 

Following the JFSC’s review of the application, and if they are satisfied that all of the requirements have been met, they will issue a conditional consent to the migration which will become unconditional upon the provision to the JFSC of the certificate of incorporation from the foreign jurisdiction, and the company will therefore cease to be a Jersey company incorporated under the Law from that date.

General

Please note that an application for a migration into Jersey or a migration out of Jersey cannot be made to the JFSC in respect of a company which:

  • is being wound up, or is in liquidation or is subject to a declaration under the Bankruptcy (Désastre) (Jersey) Law 1990 (the “Désastre Law”);
  • is insolvent;
  • has had a receiver, manager or administrator (by whatever name such person is called) appointed, whether by a court or in some other manner, in respect of any property of that body corporate;
  • has entered into a compromise or arrangement with a creditor (not being a compromise or arrangement approved by the JFSC) and that compromise or arrangement is in force; or
  • has an application pending before a court for the winding up or liquidation of that body corporate, or to have it declared insolvent, or for a declaration under the Désastre Law, or for the appointment of such a receiver, manager or administrator or for the approval of such a compromise or arrangement.

JERSEY
Jonathan HeaneyManaging PartnerT +44 (0)1534 700 786jonathan.heaney@walkersglobal.com
Dilmun LeachGroup Partner*T +44 (0) 1534 700 783dilmun.leach@walkersglobal.com
Christopher ReedGroup Partner*T +44 (0) 1534 700 825christopher.reed@walkersglobal.com
Leanne WallserGroup Partner*T +44 (0) 1534 700 755Leanne.Wallser@walkersglobal.com
Ellen JarvisAssociateT +44 (0) 1534 700 827ellen.jarvis@walkersglobal.com