Jersey: Companies (Jersey) Law 1991 - Significant Amendments

On 1 August 2014 the Companies (Amendment No.11) Jersey Law 2014 (“Amendment 11”) came into force, representing the most significant amendment to Jersey’s company law in recent years. The changes include many innovations which are expected to be of considerable interest to those who already use, or in the future will use, Jersey companies in their structures.


  • Shareholder Resolutions: Introducing new rules which enable different thresholds to be specified for different resolutions. For instance, a company could provide that certain special resolutions need to be passed by a higher than usual majority (or unanimously). We expect this flexibility to be of interest in many cases, including joint venture arrangements and where robust minority shareholder protections are required. This new regime applies to written resolutions as well as to resolutions proposed at shareholder meetings.
  • Reductions of Capital: Introducing a new procedure which enables companies to reduce their capital without having to go to Court. The new procedure requires a special resolution of the shareholders together with a supporting solvency statement by the directors. All types of company can take advantage of this new procedure, including private and public companies. The existing procedure, which involves court confirmation of the reduction of capital, continues in force for anyone who prefers this route.
  • Statutory Mergers: A number of improvements are made to the existing statutory merger rules, including shortening the timetable required to effect a statutory merger. Statutory mergers have proved popular and we expect these changes will encourage their further use, including as one of the options for takeovers of listed companies.
  • Statutory Demergers: Introducing a new demerger regime which enables an existing company to be “split” into two or more surviving companies. Potential uses include effecting transfers of a portfolio of UK or other real estate without having to transfer that portfolio out of a remaining portfolio; splitting off certain assets in preparation for a sale; or creating more robust separation of existing businesses and risks through the creation of a revised group structure. The details of the demerger procedure will be set out in separate Regulations.
  • Statutory Migrations: A number of improvements are made to the existing rules, including shortening the timetable required to effect a statutory migration. A migration involves the transfer of the seat of incorporation of the company from one jurisdiction to another and offers a variety of structuring options to clients. For instance, we have advised on transactions where the overseas law did not provide for the compulsory acquisition of minority shareholders following a takeover offer, where the company chose to migrate to Jersey to take advantage of our compulsory acquisition regime.
  • Dividends: Amendments to the dividend regime which ensure that a dividend or other distribution (including a “deemed distribution” or “disguised distribution”) which does not have the effect of reducing the net assets of the company does not require to comply with the statutory rules in respect of distributions. This change is expected to further facilitate the structuring of international finance transactions through Jersey vehicles by putting beyond any doubt that e.g. upstream guarantees are not treated as any form of distribution. Whether or not the transaction reduces the net assets is determined based on the accounting principles (e.g. IFRS) adopted by the company.
  • Ratification of Unlawful Dividends: Introducing a new statutory procedure which enables a company to ratify a previously unlawfully made dividend or other distribution. One advantage of this procedure over existing methods is that it results in the distribution being treated as lawfully made at the time it was originally made. The procedure requires an application to Court with a supporting solvency statement by the directors, but does not require a shareholder vote or any creditor notification (unless the Court orders that creditors be notified).
  • Ratification of Breach of Directors’ Duties: Introducing a new statutory regime which enables shareholders to ratify any breach of directors’ duties by ordinary resolution (or special resolution if the articles of association require). This new regime is based on the English law regime but with a simplified procedure. This new regime sits alongside, and does not affect, the existing statutory regime, which permits ratification by unanimous shareholder approval (and which, given such unanimity, involves very simple procedural requirements).
  • Prospectuses: Changes to the prospectus regime, introducing new exemptions from the regime (and from the associated requirement for Jersey Financial Services Commission approval). As a result, many share offerings which currently require a prospectus will no longer require a prospectus under Jersey law. The detailed exemptions will be set out in a separate Ministerial Order.
  • Takeovers: Changes to the minority shareholder compulsory acquisition procedure (known as the “squeeze out”) on takeovers, in particular in respect of the requirement to make the offer in jurisdictions where there are issues under the relevant law with doing so. This aligns the Jersey law with English law, although was for clarification only as this was already considered to be the position under common law.
  • Annual General Meetings: for private companies (including existing private companies), there will be a new “opt in” regime for AGMs which replaces the existing “opt out” regime. Under the new “opt in” regime, the default position will be that a private company does not need to hold an AGM unless its articles of association specify otherwise. Existing companies will also no longer be required to hold an AGM unless they pass a special resolution requiring AGMs to be held.
  • Short Notice of General Meetings: The threshold for consent to short notice of a general meeting is reduced to 90%, except for meetings to consider special resolutions where the threshold remains 95% .
  • Overseas branch registers: Amending the overseas branch register rules to permit companies to include the details of any shareholder, not just those resident in that overseas jurisdiction. This will facilitate listings of Jersey companies on overseas exchanges which require such branch registers.
  • Purchase of Own Shares: Express recognition that the payment for shares can take the form of cash or non-cash consideration, which provides more flexibility than some other jurisdictions are able to offer. There is also a new regime for the purchase of depositary certificates, which can now be purchased directly by the company rather than through the purchase of the underlying shares.
  • Corporate Representatives: Enabling multiple corporate representatives to be appointed to attend general meetings, which aligns Jersey law with English law.
  • Proxies: Providing that, in calculating when proxies must be delivered no later than “48 hours” before a meeting, non-business days can be ignored. This aligns Jersey law with English law. 
  • Commissions and Discounts: Abolishing the restrictions on paying commissions in respect of newly issued shares and on disclosing the amount of commissions paid. Abolishing the restriction on issuing shares at a discount to their nominal value.
  • Winding Up: Changes to the requirements for winding up companies, in particular the quorum for a creditors meeting will be one instead of three, intended to ensure that a single large creditor cannot be prevented by other creditors from holding a creditors’ meeting.

Further information

The Carey Olsen team was extensively involved in the development of Amendment 11, including the original formulation of the proposals, the debate on policy aspects with relevant governmental and regulatory bodies, and the subsequent drafting of Amendment 11.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Mondaq Advice Centre (MACs)
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.