Jersey: LexisNexis Company Law Guide

Last Updated: 25 August 2017
Article by James Willmott

1. What is the general situation for foreign companies in your jurisdiction?

Jersey has been at the forefront of the global finance industry for over 50 years and is acknowledged as one of the world's leading international finance centres for banking, investment funds, capital markets and private wealth. The Island enjoys economic stability, political independence, tax neutrality and a sophisticated legal, regulatory and technological infrastructure. It has a global reputation founded on a robust legal framework and sound corporate governance practices.

Jersey is a Crown dependency of the UK, but is not part of the UK or within the European Union. Jersey has its own government, which is responsible for domestic matters including taxation, and its own court system and judiciary. Jersey is in the same time zone as London. It is straightforward for a foreign company to establish a presence in Jersey. There is no requirement for a Jersey business to be operated using a Jersey company, nor are there any branch registration requirements for foreign entities.

Depending on the nature of the business to be undertaken, it may be necessary to obtain licences, consents or permits from a local authority. Such requirements apply equally to foreign and local entities. The types of activities that may require local approval include:

  1. operating a business with a physical presence in Jersey;
  2. operating a financial or corporate services business;
  3. operating a business involving gambling/ gaming; and
  4. operating certain other businesses that are not regulated businesses in Jersey but are required to comply with local 'know your client', anti-money laundering and anti-terrorist financing laws and regulations ('Jersey KYC Obligations').

It may also be necessary for a foreign entity operating a business in Jersey to register with the local tax office (for income and goods and services tax) and social security department (for collection and payment of social security contributions).

2. What are the key laws and regulations that govern company law in your jurisdiction?

The principal Jersey companies legislation is the Companies (Jersey) Law 1991 ('Jersey Companies Law').

Other relevant legislation includes:

  1. the Companies (General Provisions) (Jersey) Order 2002 ('CGPO'), which supplements the provisions of the Jersey Companies Law in relation to company establishments, prospectuses, annual returns and certain provisions relating to winding up a Jersey company; and
  2. the Control of Borrowing (Jersey) Order 1958 ('COBO'), which makes provision for certain consent requirements on the establishment of a Jersey company (being, in short, a consent to enable it to raise capital by the issue of shares) and on certain subsequent corporate actions, including the issue of non-equity securities in certain circumstances.

3. What are the most common types of companies in your jurisdiction?

Most companies incorporated in Jersey are private limited liability companies with par value shares (i.e. each share has a nominal or 'par' value). This type of company is similar to an English private limited company.

The Jersey Companies Law also permits a private limited liability company to be established with no par value shares. Capital paid up on each class of no par value shares is credited to a 'stated capital account' for that class. Stated capital accounts are treated as share premium under the Jersey Companies Law, and both share premium and stated capital are prima facie distributable (subject, in most cases, to the directors who authorise a distribution making a statutory solvency statement). Nominal capital is not distributable under the Jersey Companies Law and must therefore be dealt with by an alternative mechanism such as a reduction of capital, repurchase or redemption. These and certain other advantages in terms of capital and capital maintenance give no par value companies greater flexibility than par value companies, and so they are also popular.

There are also a significant number of public limited liability companies incorporated in Jersey (with both par value and no par value shares), including many that are listed on the UK, US and other markets. At the time of writing, 92 Jersey companies are listed on global stock exchanges, and Jersey has the greatest number of FTSE 100 companies registered outside of the UK.

It is also possible to incorporate unlimited companies, companies limited by guarantee and cell companies in Jersey, although these types of companies are generally used for specific purposes and are therefore not as popular as limited liability companies.

4. How long does it take to set up a company in your jurisdiction?

It is possible to incorporate a Jersey company on a same-day basis.

However, both the incorporation of, and the provision of ongoing corporate services to, a Jersey company are regulated activities in Jersey, and as such are subject to Jersey KYC Obligations. This means that the incorporation cannot be completed until the person who undertakes the incorporation and/or is to provide ongoing corporate services works through the Jersey KYC Obligations and requests and obtains the necessary information and documentation from the client. The time taken to complete this process depends on the complexity of the proposed ownership structure, and where a client is of a higher risk or has a complex ownership structure, this process can take more time.

There are certain activities that have been identified by the Jersey Financial Services Commission ('JFSC') as representing a higher risk to the island's reputation that require additional work to be undertaken (and may require the prior approval of the JFSC) before the relevant company can be incorporated. This can also extend the practical timeframe for completing the incorporation of a Jersey company. Examples of such activities include most types of financial services business, certain types of 'higher risk' commercial businesses (for example time share activities) where not subject to consumer protection, and businesses involving military or defence equipment or personnel, unlicensed pharmaceuticals, the conduct of scientific research or natural resources.

5. What are the main registration requirements for companies in your jurisdiction? What are the fees?

To incorporate a Jersey company, it is necessary to file the following documents with the Jersey Companies Registrar:

  1. a COBO consent application form (including, where the company is not to be incorporated by a law firm or corporate services provider, certain 'know-your-client'- type documents and information);
  2. a 'statement of particulars' setting out certain basic company information; and
  3. a copy of the memorandum and articles of association of the company (in the case of the articles, if the standard table prescribed by statute is not used), executed by the initial subscriber(s).

It is also necessary to reserve a name for the company. In general terms, any name can be used, but there are certain limitations on names which are broadly similar to those in England and other English-derived companies law jurisdictions.

A registration fee is payable to the Jersey Companies Registrar, the amount of which being dependent on the registry turn-around time for the incorporation. At the time of writing, this ranges from £150 for incorporation within five business days to £550 for incorporation within two hours, and an 'out of hours' service is also available by agreement with a minimum fee of £1,000.

If a law firm or corporate services provider is to be used to incorporate and/or provide ongoing corporate services to the company, they will also charge a fee for the incorporation and the provision of those services.

6. What are the main post-registration reporting requirements for companies in your jurisdiction?

Jersey companies must file an annual return with the Jersey Companies Registrar. For a private company, this must include details of the legal shareholders, but not those of the beneficial shareholders or directors, and share capital. For a public company, it must additionally include director details. The annual return is a public document. At the time of writing, there is an annual fee of £200 (online filing) or £210 (paper filing) for filing an annual return, payable to the Jersey Companies Registrar. Annual returns must be filed by 28 February each year and be made up as at 1 January in that year.

A Jersey private company is not required to file accounts on the public register. A Jersey public company must file accounts with the Jersey Companies Registrar, which then become a public document (it is possible to file consolidated rather than stand-alone accounts in certain circumstances). At the time of writing, there is a fee of £100 for filing public company accounts, payable to the Jersey Companies Registrar. Public company accounts must be filed within a period of seven months after the end of the financial period to which they relate.

Jersey companies must file certain documents (including special resolutions) that affect share rights and/or its constitutional documents with the Jersey Companies Registrar within a period of 21 days from their being passed/ taking effect. At the time of writing, there is no fee in relation to the making of such filings, and such documents when filed become public documents.

There are also certain filings required in connection with other specific company actions, such as the issuing of a prospectus and on a reduction of capital, winding-up, change of name or change of status, certain of which at the time of writing require fees to be paid to the Jersey Companies Registrar. Again, when filed, those documents become public documents.

Subject to the precise requirements of their consent(s) issued under COBO, Jersey companies must notify material changes in beneficial ownership or control to the JFSC, or seek the consent of the JFSC to such changes. At the time of writing, beneficial ownership and control information is not available on any public register (and there is no present intention to make it available on a public register), but it may be shared by the JFSC with (for example) local and foreign tax authorities or police forces as required by applicable laws, regulations and international agreements and commitments to which Jersey and/or the JFSC is party. In general, the requirement for consent from the JFSC to such changes applies only where the company is not provided with corporate services by a locally-regulated corporate services provider.

Jersey companies must have a registered office in Jersey. The company's register of members must be kept in Jersey at the registered office or some other place in Jersey, and its registers of directors and secretary and minutes of general meetings and class meetings must be kept at the registered office.

A Jersey company must have a company secretary, who need not be locally resident and, for a private company, need not have any particular qualifications.

Given the above, it is common for the owners of a Jersey company to appoint a corporate services provider to provide a registered office, act as company secretary and attend to ongoing Jersey filings.

Please note that the foregoing requirements are without prejudice to any specific filings or notification requirements that apply due to the regulatory or other status of a particular entity in Jersey.

7. Are there any controlling factors or restrictions on foreign companies in your jurisdiction?

There are no controlling factors or restrictions on foreign companies in Jersey.

8. What is the typical structure of directors (or family management structure) and liability issues for companies in your jurisdiction?

Jersey companies are managed by their directors, who may delegate the exercise of their powers to specific directors, committees or other persons in accordance with the relevant company's constitutional documents. Directors of a Jersey company are subject to fiduciary duties owed to the company. Those duties are prescribed by the Jersey Companies Law as being to:

  1. act honestly and in good faith with a view to the best interests of the company; and
  2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Jersey courts have regard to English and other Commonwealth jurisprudence in interpreting the nature and scope of those duties, and so the overall position on directors' duties in Jersey is very similar to that in other Englishderived companies law jurisdictions (although there are some specific points of difference).

The Jersey Companies Law includes an unfair prejudice regime, which has been applied by the Jersey courts in a manner broadly consistent with the equivalent regime under English law, and the Jersey courts also broadly follow the established English law principles around when it is permissible for shareholders to bring claims on behalf of a company against its directors. The Jersey Companies Law also includes various offences which may be committed by directors of a Jersey company in connection with certain specified actions, such as improperly making a solvency statement, and various creditor protections (which are discussed further in question ), and imposes additional obligations on directors where a company issues a prospectus.

Directors and certain other officers of a body corporate (including a Jersey company) may be liable under Jersey law for statutory offences committed by that body corporate.

9. What is the minimum number of directors and shareholders required to set up a company in your jurisdiction? Are there any requirements that a director must be a natural person?

A Jersey private company must have at least one director and one subscriber (shareholder) on incorporation. A Jersey public company must have at least two directors and two subscribers on incorporation.

A director of a Jersey company need not be a natural person, but any body corporate that is a director of a Jersey company must:

  1. be permitted to act as a director by registration under the Financial Services (Jersey) Law 1998; and
  2. itself have no director that is a body corporate.

Further, incorporated limited partnerships, separate limited partnerships and limited liability partnerships established under Jersey law are prohibited from acting as a director of a Jersey company.

10. What are the requirements on how shares are offered in your jurisdiction?

The Jersey Companies Law does not include any statutory pre-emption rights on the issue of shares. Consequentially prima facie the issue of shares by a Jersey company falls within the power of its directors, although it is common for public listed companies and companies held by multiple shareholders that the company's articles of association include pre-emption rights or some other restrictions on such power.

An invitation to the public to become a member of a Jersey company or to acquire or apply for any of its securities is treated for the purposes of the Jersey Companies Law as a prospectus, and (subject to certain limited exceptions, including an exception for employee share schemes) must be approved in advance by the Jersey Companies Registrar and filed on the public register. The CGPO prescribes the content of any such prospectus, and the Jersey Companies Registrar has the power to give derogations from such content requirements.

An invitation will be an 'offer to the public' unless it is addressed exclusively to a restricted circle of persons, and an invitation is treated as being addressed to a restricted circle of persons only where:

  1. it is addressed to an identifiable category of persons to whom it is directly communicated by the inviter or the inviter's agent;
  2. the members of that category are the only persons who may accept the offer and they are in possession of sufficient information to be able to make a reasonable evaluation of the invitation; and
  3. the aggregate number of persons anywhere in the world to whom the invitation is communicated does not exceed 50.

The Jersey Companies Law also includes anti-avoidance provisions to deal with a situation where shares are allotted or issued to fewer than 50 persons for onward sale to the 'public'.

Offers to the public in Jersey of shares, units and certain other securities of a non-Jersey body corporate may also require a prospectus to have been approved prior to its circulation in Jersey pursuant to COBO. COBO does not prescribe the content of any such prospectus, and the approval is given by the JFSC rather than the Jersey Companies Registrar.

At the time of writing, no fee is chargeable in connection with obtaining such consents.

11. What are the key laws and regulations on employment in your jurisdiction that companies should be aware of? Are there any aspects of employment law that are heavily regulated?

The main factor relevant to operating a business in Jersey that differs from many other jurisdictions is the requirement (subject to a number of exceptions) for an 'undertaking', which for this purpose would include a business, to obtain and hold an appropriate licence under the Control of Housing and Work (Jersey) Law 2012 ('CHW Law'). As explained further below, the content of that licence is relevant to who can be employed by the business in Jersey. This requirement applies equally to Jersey and non-Jersey businesses, and licences are granted by the Jersey Population Office.

The CHW Law governs both the residential and employment status of employees and business licencing, and these two factors are closely linked. A licence granted to an 'undertaking' will specify:

  1. its permitted licensed activity; and
  2. any applicable limit(s) on the number of employees it may engage within various residential and employment categories under the CHW Law:
  1. ' licensed' employees: essential employees with less than 10 years' Jersey residence requiring immediate housing rights; certain exceptions to the maximum permitted number apply;
  2. 'registered' employees: non-essential employees with 5–10 years' Jersey residence; certain exceptions to the maximum permitted number apply;
  3. 'entitled' employees: employees with 10 or more years' Jersey residence; typically no limits imposed on the maximum permitted number who may be employed; and
  4. 'entitled for work only' employees: non-essential employees with 5–10 years' Jersey residence; typically no limits imposed on the maximum permitted number who may be employed.

Jersey residential property falls into one of two categories:

  1. 'qualified': in which only those who are 'entitled' or 'licensed' and their dependents may live; and
  2. 'registered': in which anyone may live.

'Registered' housing is relatively more expensive and is scarcer than 'qualified' housing, and therefore the number of 'licensed' persons a business is entitled to employ (the business grants 'licensed' status to the applicable employees during their term of employment) is often an important factor when considering recruitment (in particular from outside the island).

The Jersey Population Office is willing to discuss licensing requirements with businesses during the application process. Locate Jersey, a government entity established to encourage high-value, low footprint businesses and high net worth individuals to relocate to the island, may also be able to assist.

In terms of employment law more generally, the duties of Jersey employers and employees derive from a number of sources which include:

  1. statute (principally, the Employment (Jersey) Law 2003);
  2. customary law (i.e. local judicial decisions); And
  3. employment contracts and other documentation.

There is less employment legislation in Jersey than in the UK, although the amount of legislation in this area is increasing. There is a Jersey Employment Tribunal, which hears employment-related claims (although contractual claims of over £10,000 are dealt with by the Royal Court of Jersey).

The Jersey law of contract is somewhat different from the English law. However, in relation to employment contracts, the Jersey courts and tribunals have generally (although not exclusively) had regard to English law and principles, particularly when it comes to implied contractual duties. In general, employment law in Jersey is heavily influenced by English case law and so it is often the case that English cases relating to employment law will be cited before the Jersey Employment Tribunal or Jersey courts. However, while English law heavily influences the development of employment law in Jersey, there are some important differences between the two jurisdictions and therefore local advice should be sought.

Finally, work permits may be required for certain employees. In order to obtain a work permit, employers will need to be able to show that there are no suitable local candidates available. Work permits are currently not required for a broad range of employees, including:

  1. British citizens and British subjects with the right of abode;
  2. nationals of member states of the European Union/European Economic Area (subject to limited exemptions);
  3. certain Commonwealth citizens; and
  4. non-EU/EEA passport holders who have no restrictions attached to their stay.

12. What is the nature of the corporate governance regime in effect in your jurisdiction? What agencies or government bodies regulate corporate governance?

Jersey does not have a general corporate governance regime (although specific corporate governance requirements apply to locally regulated businesses). Rather, Jersey companies that operate outside of Jersey, and in particular Jersey companies that are listed on markets outside of Jersey, will be subject to the corporate governance requirements of those jurisdictions or markets, to the extent they extend to Jersey companies.

13. Does establishing a company in your jurisdiction grant any kind of residency rights? Are there any conditions that in order to receive these residency rights (if applicable) one must partner or establish a joint venture with a local (e.g. a citizen of your jurisdiction)?

Establishing a company in Jersey does not grant residency rights to any individual. However, as part of the licensing requirements for a business that is to operate in Jersey, the business may be permitted to grant individuals 'licensed' status, which in turn allows them to occupy 'qualified' accommodation (see question for further details). Further, Locate Jersey is able to assist with relocating businesses to the island, which may involve granting individuals residency rights.

There is no requirement to 'partner' with a locally resident person to operate in Jersey.

14. When is a company subject to tax in your jurisdiction? What are the main taxes that may apply to companies in your jurisdiction?

A Jersey company is regarded as resident for tax in Jersey unless:

  1. its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any body corporate may be charged to tax on any part of its income is 10% or higher; and
  2. the company is resident for tax purposes in that country or territory.

A body corporate incorporated outside Jersey is regarded as resident for tax in Jersey if its business is managed and controlled in Jersey. Jersey permits dual tax residency for bodies corporate.

Income tax in Jersey is charged on bodies corporate at 0%, with the exception of:

  1. locally regulated financial services businesses, which are subject to income tax at 10%;
  2. local utilities businesses, which are subject to income tax at 20%; and
  3. income specifically derived from Jersey property rentals or Jersey property development, which is subject to income tax at 20%. Jersey does not impose capital gains tax or equivalent.

A Jersey business may be required to account for goods and services tax in Jersey (currently 5%). A business that has Jersey employees is required to make social security contributions, and to make withholdings from salaries for employees' social security contributions and income tax payments. At the time of writing, an employer's social security contributions are 6.5% of an employee's income up to £4,094 per calendar month and 2% of any income between £4,094 per calendar month and £13,542 per calendar month.

15. How does the competition law in your jurisdiction regulate companies?

Jersey has a developed competition law regime, which covers:

  1. (a)abuse of dominant position;
  2. (b)anti-competitive behaviour; and
  3. mergers and acquisitions.

Jersey competition law applies to all persons who operate in or from within Jersey, whether Jersey companies, foreign bodies corporate or other business structures (including individuals).

The principal legislation relating to competition matters in Jersey is the Competition (Jersey) Law 2005 ('Jersey Competition Law'), and the applicable regulator is the Jersey Competition Regulatory Authority ('JCRA'). The JCRA has produced various guidance on the application of the Jersey Competition Law, and the Jersey Competition Law requires the JCRA and the Jersey courts to ensure so far as possible that questions arising in relation to competition are dealt with in a manner that is consistent with the treatment of equivalent questions under European Union law.

Where a merger or acquisition falls within the scope of the Jersey Competition Law, it will require the prior approval of the JCRA if it meets or exceeds certain thresholds specified in the Competition (Mergers and Acquisitions) (Jersey) Order 2010. In summary, those thresholds are:

  1. the creation or enhancement of a local 25% or greater share of supply or purchasing power (a 'horizontal' merger);
  2. the creation of a vertical relationship anywhere in the world relative to a business in which a party has a local 25% or greater share of supply or purchasing power (a 'vertical' merger); and
  3. where one or more party has a local 40% or greater share of supply or purchasing power (a 'conglomerate' merger), subject to certain exceptions.

The Jersey mergers and acquisitions regime is mandatory, in that if consent is required but is not obtained, in addition to the possibility of fines, title to Jersey situs property does not pass. The JCRA is granted various investigatory powers under the Jersey Competition Law.

16. What are the main intellectual property rights companies should be aware of in your jurisdiction?

Jersey law recognises and provides for broadly the same types of intellectual property rights as would be common to most modern convention- compliant jurisdictions, including copyright, other unregistered intellectual property rights, trade marks, patents and registered design rights.

The Jersey patents, trade marks and designs registries are 'dependent' registries to the UK, meaning that it is possible to register relevant intellectual property on those registers only if it has first been registered in the UK. As part of the process for the registration of a trade mark, registered deign or patent in Jersey, it is necessary to provide a certified copy of the UK registration.

17. Does your jurisdiction have laws or regulations that govern data privacy?

The Data Protection (Jersey) Law 2005 ('Jersey Data Protection Law') imposes a similar framework as the UK legislation in relation to data protection and data privacy in Jersey. In particular, the Jersey Data Protection Law defines and imposes conditions and requirements for the processing, disclosure and transfer of 'personal data' and 'sensitive personal data', and requires persons who process such data to register with the Jersey Information Commissioner. There is no current requirement to appoint a data protection officer in Jersey.

Jersey has announced its intention to update its data protection laws to maintain a regime which is equivalent to that under the EU General Data Protection Regulation ('GDPR'). The new Jersey law is expected to come into force at around the same time as the GDPR, being 25 May 2018.

18. Are there any incentives to attract foreign companies to your jurisdiction?

There are no incentives to attract foreign companies to Jersey as such, but Jersey's corporate and personal income tax regime, flexible companies laws, and position as a leading international finance centre make it an attractive jurisdiction in which to do business.

19. What is the law on corporate insolvency in your jurisdiction?

A corporate insolvency in Jersey would generally take one of the following forms:

  1. a creditors' winding-up under the Jersey Companies Law; or
  2. a declaration of the company's property as being en désastre under the Bankruptcy (Desastre) (Jersey) Law 1990 ('Jersey Bankruptcy Law').

To commence a creditors' winding–up, it is necessary under Jersey law for the shareholders to pass a special resolution to commence a winding-up. The difference between a creditors' winding-up and a solvent winding-up is that, in the former, the directors have not made the necessary solvency statements required to wind up the company on a solvent basis (or the company has become insolvent during a solvent winding-up process). When a creditors' winding- up has been commenced, a liquidator must be appointed, who will realise assets and deal with liabilities and claims before the company is wound up.

The désastre regime under the Jersey Bankruptcy law is the process that is more similar to a voluntary or involuntary bankruptcy process in other jurisdictions. A creditor with a qualifying claim (and in certain circumstances the debtor) can apply to the court to have the assets of the company declared en désastre, at which point those assets vest in the Viscount (a Jersey court officer), who will realise the assets and deal with liabilities and claims before the company is dissolved.

There are instances where the Jersey courts have used a just and equitable winding-up process under the Jersey Companies Law to implement a form of corporate rescue procedure similar to an administration in the UK, but the circumstances in which such a remedy may be available are limited, and this is an evolving area of law.

Jersey also has two customary law insolvency procedures:

  1. dégrèvement: where encumbrances are removed from real property owned by the debtor at the request of a petitioning or enforcing creditor; and
  2. réalisation (which applies to movable property): pursuant to which a debtor's assets are realised for the benefit of its creditors.

These processes are less often seen in an international context.

Finally, the Jersey Bankruptcy Law makes provision for cooperation by the Jersey courts with courts in certain foreign jurisdictions in an insolvency context (and the Jersey courts may cooperate with other foreign courts on a case-by-case basis, having regard to the principles of legal comity). It is also possible for a UK administrator to be appointed in relation to a Jersey company, which is achieved by the Jersey court (on an application having been made to it) requesting that a UK court makes such appointment.

The directors of a Jersey company in financial difficulty are subject to additional duties and potential liabilities and may be required to take steps to safeguard the interests of the company's creditors. When exercising fiduciary duties (as referred to in question 8. What is the typical structure of directors (or family management structure) and liability issues for companies in your jurisdiction?), the directors of a company that is, or is nearly, insolvent should have regard to the interests of creditors.

In addition, provisions of the Jersey Companies Law and the Jersey Bankruptcy Law are intended to provide protection to creditors, by possible liability of directors, where the company has entered into a creditors' winding-up or where its property has been declared en desastre. For example, the Jersey Companies Law and Jersey Bankruptcy Law each include provisions relating to the responsibility of directors for wrongful trading (i.e. in summary, continuing to trade when there was no reasonable prospect of the company avoiding a creditor's winding-up or declaration of desastre) and fraudulent trading (i.e. in summary, carrying on business with the intent to defraud creditors). There are also provisions around, for example, the setting aside of transactions at an undervalue and transactions which constitute unlawful preferences given to a creditor, as well as certain potential offences which may be committed by directors in relation to a creditors' winding-up and/or a desastre.

20. Have there been any recent proposals for reforms or regulatory changes that will impact company law in your jurisdiction?

The Jersey government is receptive to suggestions from industry around improvements to the Jersey Companies Law, and there are a number of possible amendments to the Jersey Companies Law in discussion. None of the current proposals are anticipated to impact materially on companies laws in Jersey, but will instead streamline certain provisions of existing laws. Both government and industry in Jersey are also considering whether the availability of any additional or alternative corporate structures for Jersey entities may be beneficial. The Jersey competition regime as it applies to mergers and acquisitions is currently under review, and as noted in question 17, Jersey's data protection legislation is likely to be amended to deal with upcoming European Union changes.

21. Are there any features regarding company law in your jurisdiction or in Asia that you wish to highlight?

Jersey companies laws are more flexible than the companies laws in many other jurisdictions (in particular, other jurisdictions whose companies laws are based on English companies law). For example:

  1. Jersey's requirements on the maintenance of capital mean it is less likely that there would be a 'dividend block' than in many other jurisdictions;
  2. it is possible to convert non-redeemable shares to redeemable shares;
  3. it is possible to make what civil law practitioners would recognise as a 'capital contribution' to a Jersey company; and
  4. given the additional flexibility around share capital (including the absence of statutory pre-emption rights), it is possible to create a Jersey company with a 'look and feel' that is very close to corporate entities in many other jurisdictions, including jurisdictions such as Delaware.

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.

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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 unsubscribe@mondaq.com 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.

Cookies

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.

Links

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.

Mail-A-Friend

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.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

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 webmaster@mondaq.com.

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 EditorialAdvisor@mondaq.com.

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 enquiries@mondaq.com.

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