Jersey Companies Law 2026 amendments: what do you need to know?

Following on from the summary of the recent amendments to the Companies (Jersey) Law 1991, from Ogier's legal team, this practical guide from Ogier Global takes a closer look at how these changes will impact corporate and fiduciary clients in Jersey. 

With the amendments expected to come into force on 1 June 2026, we focus on what these updates mean in practice, explaining the implications for daily operations, compliance obligations and governance arrangements. 

What are the key changes and what do they mean for you?

Abolition of the 30-member rule

Historically, a private Jersey company with more than 30 shareholders would automatically be automatically be deemed as if it were a public company under the Law, bringing extra regulatory obligations and complexity such as the requirement to file audited financial statements with the Jersey Registry. This threshold is abolished under the new regime. Private companies will have more flexibility in structuring and expanding their shareholder base without triggering a switch to public company status. This should reduce the costs and administration associated with scaling up corporate or fund vehicles.

Flexibility around share capital and share buybacks

The requirement for par value companies to state an authorised share capital in their memorandum is being removed, bringing Jersey into line with UK practice. This amendment should streamline capital raising and restructuring, as it eliminates the need to amend the constitutional documents mid-transaction if more share headroom was needed.

Share buybacks have also been simplified, companies will be able to approve buybacks by ordinary resolution instead of by special resolution. This makes the process more straightforward and efficient, while enhancing confidentiality for participating shareholders, as their names need not appear in special resolutions filed on the public record.

Greater protection of commercial terms

Shareholder agreements will no longer need to be filed with the Jersey Registry provided that it states that it will prevail if there is a conflict between it and the articles of association and the articles will be amended accordingly . This change affords clients a higher level of confidentiality over their commercial arrangements. 

Streamlined corporate governance and administration

Public companies will no longer be required to have at least two members, which will particularly benefit group restructurings and new listing structures.

The legislation also clarifies the process for rectifying manifest errors in the register of members, making it easier to correct straightforward mistakes without resorting to court applications.

Broader enhancements include allowing digital and direct voting, along with updates to the requirements for special resolution filings.

Who does this affect?

The amendments to the Companies (Jersey) Law 1991 will benefit a wide range of individuals and entities engaging with Jersey companies. These changes are particularly relevant for:

• owners of Jersey private companies who will gain greater flexibility in structuring their shareholder base and public companies
• governance and compliance professionals who will find processes simpler and more efficient
• lawyers and advisers involved in structuring transactions, mergers, schemes of arrangement or corporate reorganisations who will benefit from alignment with international practices
• listed companies and market participants listed on approved overseas exchanges who will have increased flexibility regarding governance and voting processes

In summary, anyone who owns, manages, advises on or invests in Jersey companies will benefit from the reforms, which are aimed at making Jersey structures more efficient, adaptable and competitive.

Ogier Global’s corporate and governance specialists are available to explain the changes in detail and advise on what steps clients may wish to consider ahead of the new regime coming into force. If you are impacted by these amendments, get in contact with the team below.

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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