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The Companies (Jersey) Law 1991 (the Law) allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey provided that the laws of the foreign jurisdiction allow it to do so. Upon a migration into Jersey becoming effective:
The application for migrating a foreign company to Jersey involves the following key actions:
Potential applicants will also need to consider any other Jersey licensing or regulatory requirements such as the Control of Housing and Work (Jersey) Law 2012. This will typically be relevant only to those companies seeking to conduct a business and engage employees within Jersey. Alternatively, a licence may be required under the Financial Services (Jersey) Law 1998 or the Collective Investment Funds (Jersey) Law 1988.
A Jersey company may also migrate to a foreign jurisdiction from Jersey and continue as a foreign incorporated company in that jurisdiction. The procedure to migrate out of Jersey can be more lengthy than that to migrate into Jersey as notice to creditors may need to be given.
The following is a summary of the key aspects of the process required under Jersey law to migrate from Jersey to a foreign jurisdiction.
The members and each separate class of members of the Jersey company must pass a special resolution (a two thirds majority under Jersey law or such greater majority as the company's articles may provide) approving the migration. The written resolution or the notice of meeting (as the case may be) must include a summary of the proposed application and inform members that any of them may object within 21 days of passing the special resolution. An objection may be made by application to the Jersey courts on the grounds that the migration would unfairly prejudice the shareholder’s interests.
A board meeting is required to be held in relation to the approval of the migration. This will approve:
Before a company makes an application to the Registrar of Companies in Jersey (unless all its known creditors otherwise agree in writing) notice shall be published in the Jersey Evening Post newspaper and sent to each creditor informing them of the company’s intention to migrate and the right of any creditor to object within 21 days after the date of the published advertisement.
The key documents forming part of the application to be made to the Registrar of Companies in Jersey include:
A co-ordinated approach to the migration to the foreign jurisdiction is required and therefore the company will need to liaise with its foreign advisers to ensure that all relevant formalities are dealt with in the foreign jurisdiction. After processing the Jersey application the Registrar of Companies will issue a conditional consent which will become unconditional upon delivery to the Registrar of Companies of a certificate of incorporation from the relevant registrar or regulator in the foreign jurisdiction. When this is received a formal certificate will be issued by the Registrar of Companies in Jersey and the company will cease to be incorporated under the Law as of the date of its continuance in the new jurisdiction.
Ogier has acted on numerous migrations both in and out of Jersey for private companies, funds and regulated entities and has all necessary expertise to advise on any migratory issues.
Ogier is a professional services firm with the knowledge and expertise to handle the most demanding and complex transactions and provide expert, efficient and cost-effective services to all our clients. We regularly win awards for the quality of our client service, our work and our people.
This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.
Regulatory information can be found under Legal Notice
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