Amendments to the Jersey Companies Law: where do you stand to benefit?

The States of Jersey recently adopted the Companies (Jersey) Amendment Law 2026, which is set to come into effect in June 2026.

Are you are an owner of a Jersey private company, a governance and compliance professional, a corporate lawyer or adviser of a listed company or market participant listed on approved overseas exchanges? If so, you could be set to benefit from the changes which: 

• modernise Jersey's already business-friendly company law regime
• reduce unnecessary administration and cost
• enhance flexibility
• align aspects of Jersey company law more closely with market practice and international best-practice standards

The Companies (Jersey) Amendment Law 2026 (the Amendment Law) is the first major primary-law update to the Companies (Jersey) Law 1991 since 2014.

What are the notable changes to the Amendment Law you should know? The changes are grouped around seven principle themes.

Flexibility

The Amendment Law expands structural, constitutional and managerial flexibility. It removes both the requirement for Jersey public companies to have at least two members and the “30 member rule”, allowing companies to retain private status even with more than 30 members. The requirement for par value companies to specify a maximum authorised share capital (bringing a par value company in line with a no par value company), is also removed.

The Amendment Law also expands the circumstances where a director may be indemnified for their actions as a director and allows class rights concepts and outcomes to be tailored in articles (what does / does not constitute a variation).

Clarification

Changes provided by the Amendment Law under this theme aim to provide enhanced legal certainty, align the approach within the Companies Law regime with other statutes, and to reflect day-to-day practice of company administration on a statutory basis. These include:

• solvency statement signing requirements so former directors generally do not have to sign
• continuance / migration effects to specify that legal personality continues and the Jersey company is deemed the same body corporate as the foreign entity
• confirming what counts as a “special resolution” for statutory filing purposes

Simplification

Company administration and process burdens are reduced by the Amendment Law. Key changes include:

• allowing transfers of shares by any method permitted by the articles (not only written instrument)
• enabling directors to rectify manifest register errors without a court order (subject to consent / impact safeguards)
• simplifying defective distributions / buybacks / redemptions via director ratification mechanisms in certain cases
• for Jersey companies listed on certain approved overseas exchanges, reliance on overseas audited accounts (subject to conditions) will be allowed rather than duplicative Jersey-compliant accounts / audits
• the removal of the headcount test for shareholder schemes of arrangement

Digitalisation

The Amendment Law provides explicit support for electronic corporate mechanics for seals, share transfers, share certificates and participation in meetings.

Competitiveness (international alignment)

The Amendment Law allows for the introduction of tools found in other jurisdictions, such as optional “merger relief” provisions broadly mirroring UK Companies Act concepts (adapted for Jersey, including no par value companies), an express statutory ability to make capital contributions otherwise than in consideration for shares (unless prohibited by the articles) and direct voting (subject to the articles of association).

Director disqualification under sanctions regulations

The Amendment Law allows the implementation of the UK Directors Disqualification Provisions into Jersey Law, including the automatic removal from office of a UK-sanctioned director and the establishment of personal liability for any liabilities of a Jersey company incurred when a director as acting while disqualified.

Insolvency and restructuring

The Amendment Law includes changes to Jersey's creditor and summary winding up procedures such as:

• clarification of the need for a liquidated claim in a creditor winding up application
• confirmation that the moratorium in a creditor winding up application does not prevent secured creditors enforcing security
• provision of standard statutory powers to be made available automatically to a liquidator (unless modified by Court)

How Ogier can help

If you would like to discuss how the amendments could affect your business or would like further guidance to help you prepare, reach out to your usual Ogier contact.

Our expert team of regulatory and corporate lawyers were proud to work alongside key industry stakeholders (including the Government of Jersey, the Jersey Financial Services Commission and Jersey Finance) in relation to these reforms. We will provide more insight and detail closer to the commencement date.

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Disclaimer

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