Significant changes to Jersey companies law from 1 June 2026: what you need to know

The Companies (Jersey) Law 1991 will be amended with effect from 1 June 2026, introducing a wide range of changes designed to modernise, simplify and add flexibility to Jersey’s corporate law framework. 

The amendments affect many core aspects of company operation, including share capital, distributions, mergers, director duties and indemnities, shareholder meetings, audit requirements and winding‑up processes. While many of the changes codify existing market practice or remove unnecessary formality, others introduce new options or alter long‑standing requirements. 

Jersey companies, directors and advisers should review the amendments carefully to understand how they affect existing structures and whether any updates to constitutional documents, governance practices or transaction processes are desirable. 

This article summarises the key changes and, while not an exhaustive list, captures the most material changes of which advisers and companies should be aware. 

• General provisions 
• Shares and share capital 
• Public and private companies 
• Introduction of merger relief similar to the UK 
• Redemptions, repurchases, reductions of capital and distributions 
• Directors, disqualification and indemnification 
• General meetings and voting 
• Listed companies and audit requirements 
• Schemes of arrangement 
• Mergers and migrations 
• Winding up 

General provisions 

POAs in articles

Confirmation that powers of attorney in articles of association are effective and deemed witnessed in respect of individual shareholders for the purposes of the Powers of Attorney (Jersey) Law 1995 (Art 10). 

Change of name

A company can change its name by resolution of the directors if authorised in articles of association and is effective at time of change not when a new certificate is issued (Art 14). 

Electronic seals

Clarification on ability to use electronic seals and for them to be legible (Art 22). 

Capital contributions

Ability to make capital contributions to a company which can be added to any account or reserve (Art 39G). 

Variation of rights

A variation which increases a benefit to a share class is no longer treated as a variation of a class right and clarification that the articles of association can specify what may constitute a variation (Art 52). 

No filing of shareholder agreements

Removal of the requirement for a shareholder's agreement or similar agreement to be publicly filed if it conflicts with the articles of association provided it contains a clause that in the event of conflict between the agreement and the articles, the agreement will prevail and the articles will be amended (Art 100). 

Shares and share capital 

Authorised share capital

There is no requirement to state the authorised share capital in the memorandum of association for a par value company (Art 4A). 

Conversion of shares

Clarification regarding existing practice of the ability to convert shares by special resolution for par and no par value companies (Arts 38 and 38A). 

Clarification that shares do not have to be fully paid in order to be converted into different currencies (Art 38). 

Clarification of the treatment of capital paid up on shares when converting to higher or lower nominal values (Art 38). 

Flexibility on choosing an exchange rate for converting shares (Art 38B). 

Transfer of shares 

The articles of association may contain a method of transferring shares without having to use a share transfer form or other written instrument (Art 42). 

Share register rectification 

No court application is required to rectify an error or mistake so long as no one is adversely affected. Notice to be given of amendment to registrar within 14 days (Art 47). 

Share certificates

Clarification that share certificates are not required or can be issued in either case in accordance with terms of articles of association. Express clarification members can waive their right to a certificate (Art 50). 

Flexibility to have share certificates signed by one or more directors or the secretary or any other person as authorised by the articles (Art 51). 

Public and private companies 

Abolition of 30 member rule

The rule requiring a private company with more than 30 members to be treated as a public company is abolished. A private company will only be deemed public if it circulates a prospectus or it is a market traded company under Part 16 or equivalently regulated under Part 16A (Art 17). 

Transitional provisions relating to change of status

If a company has more than 30 members it becomes private assuming the memorandum of association does not state it is public or if it would not have been treated as having issued a prospectus following the change to the prospectus rules in 2021 then it is also deemed to stay private (Art 17AA). 

Introduction of merger relief similar to the UK 

Introduction of merger relief provisions similar to those in the UK so useful clarity for group reorganisations and acquisitions (Arts 39C to 39F). 

Redemptions, repurchases, reductions of capital and distributions 

Repurchase of shares

Confirmation no share transfer form is required for a share repurchase by a company pursuant to Art 57 (Art 42). 

Redemption of shares

Removal of the requirement for shares to be fully paid on redemption or for there to be a class of non redeemable shares in addition to any redeemable shares (Art 55). 

Solvency statements

Removal of a requirement for a solvency statement from the directors where shares are being redeemed or repurchased for nil consideration (Arts 55,57 and 57A). 

Where a director who authorised a redemption, repurchase, reduction of share capital or distribution has ceased to be a director at the time of the payment on the redemption or repurchase, no solvency statement is required from them (Arts 55, 57, 57A, 61A and 115). 

Ratifying unlawful processes

Introduction of a process to ratify a redemption, repurchase or distribution where the solvency statement was omitted to be made at the time of redemption, repurchase or distribution (and in the case of distributions, without having to make an application to court) (Arts 55A, 57 and 115ZB). 

Shareholder approval

Removal of requirement for shareholder approval of a repurchase of shares if it is of shares in a subsidiary or if for nil consideration (Art 57). 

On market repurchases

Change of definition from repurchases being "on a stock exchange" to being "on a securities exchange" as a broader and more modern concept (Art 57). 

Repurchases of shares listed on a securities exchange by a third party pursuant to a contract between the third party and the company – clarification of when the directors of the company need to make a solvency statement (Art 57A). 

Treasury shares

Simplification of regime relating to treasury shares (Arts 58A and 58B). 

Reduction of capital

Removal of provisions stating a reduction of share capital only takes effect when filed with the registry so such reductions can take effect immediately and removal of the requirement for a minute so only the special resolution needs to be filed post reduction (Art 61B). 

Directors, disqualification and indemnification 

Executors 

An executor is able to appoint a new director where the deceased shareholder was the sole director (Art 73). 

Director interests

Ability for disinterested directors to ratify a voidable transaction where a director fails to disclose an interest as an alternative to shareholder approval. Directors' interests no longer required to be minuted (Arts 75 and 75A). 

Director indemnities

Increased flexibility around indemnification of directors in greater circumstances provided the person acted honestly, in good faith in the best interests of the company and believed their conduct to be lawful. Applies to all civil, criminal, administrative and investigative proceedings (Art 77). 

Ability to loan monies to officers for expenses before the outcome of proceedings subject to an undertaking to repay if ultimately determined an officer is not entitled to indemnification (Art 77). 

Officers can enforce indemnity provisions for their benefit which are set out in articles of association (Art 77). 

Disqualification 

New provisions removing directors from office if they are subject to director disqualification sanctions including under the UK Director Disqualification Act 1986 or the UK Sanctions and Anti-Money Laundering Act 2018 (Art 78A). 

A person remains personally responsible for liabilities of a company incurred while the person was still involved in management of a company whilst subject to director disqualification sanctions (Art 79). 

General meetings and voting 

Types of meeting

Clarification on the ability to hold shareholder meetings via electronic or other communication facilities provided all persons participating can communicate with each other and confirmation that such participation constitutes presence at the meeting, subject to anything expressly stated in the articles of association. Similar provisions introduced as regards voting (Art 86). 

Requisitions

Introduction of a shareholder meeting requisition for a requirement for a company to circulate a statement of not more than 1000 words with the notice of meeting (Art 89). 

Notice periods

Clarification that the 14 day period for giving notice of a meeting does not include the day the notice is given or the day of the meeting (Art 91). 

Use of websites

Clarification that a company may be authorised in its articles of association to state that notice of a meeting may be given by drawing the attention of persons to it on the company's website (Art 91). 

Voting on written resolutions

Confirmation that on written resolutions of shareholders it is one vote per share unless the articles or terms of allotment state otherwise (Art 95). 

Circulating written resolutions

Clarification that one or more members may circulate a written shareholder resolution for passing and it shall be passed when signed by the specified majority (Art 95ZD). 

Direct voting 

Introduction of direct voting provisions like those in Australia whereby a shareholder can send in a voting form and does not have to attend or appoint a proxy. Provisions have to be adopted in articles of association to facilitate direct voting (Art 96A). 

Listed companies and audit requirements 

No double audit for foreign listed companies

Removes the requirement for overseas listed companies to file audited accounts which comply with Jersey law requirements if the company is an equivalently regulated company where its securities are admitted to trading on a relevant regulated market. This includes the US, Australia, Japan and Canada. In such circumstances the company is only subject to the accounts and audit legislation relevant to that regulated market and files those accounts in Jersey (Art 102A and Part 16A). 

Audit exemptions

Exemption in certain circumstances from audit requirements for companies becoming private companies or which are subject to winding up (Art 108). 

Audit reports

Auditors' reports signed by individuals on behalf of a firm must specify an individual's name (Art 113A). 

Schemes of arrangement 

Removal of headcount test

Removal of the requirement for those shareholders voting in favour of a scheme to represent a majority in number of the shareholders present at the meeting (the "headcount test"). Note creditor scheme provisions still require a majority in number (Art 125). 

Mergers and migrations 

No requirement for consideration

Confirmation that that there is no need for shareholders to receive consideration for a merger if their shares are not converted into shares of the merged body (Art 127FD). 

No class approvals

Removal in a merger for holders of each class of share to also approve the merger by special resolution as well as the shareholders generally (Art 127F). 

Creditor objection threshold 

Increases the value of a claim which a creditor must have from £5,000 to £25,000 in order to object to the merger and also clarifying it must be a liquidated claim (Art 127FC). 

No unfair prejudice evidence required

Removal of requirement on a merger for a company to show that the merger would not unfairly prejudice the interests of a creditor (Art 127FF). 

Process if no creditors

Clarification that if there are no known creditors there is no need to give any notice of the migration (redomicile) of the company (Art 127R). 

Winding up 

Ability to transfer assets

Introduction of authority for a company which is being wound up summarily, with authority by special resolution, to transfer assets to another person other than an individual, for shares, debt instruments, securities or other similar interests in the person (Art 148). 

Liquidator's powers

Introduction of express specific powers for any liquidator of a company who is appointed (Art 170). 

How Ogier can help 

Ogier’s Jersey Corporate law team can advise on the practical impact of these changes to Jersey company law, which comes into effect on 1 June 2026. We can help with: 

• reviewing and updating articles of association and governance documents 
• advising on share capital restructurings, distributions and capital maintenance 
• supporting mergers, migrations and group reorganisations 
• guiding boards on director duties, indemnities and solvency processes 
• assisting with audit exemptions and regulatory alignment for listed and international groups 

If you would like to discuss how these changes may affect your company or clients, please contact your usual Ogier adviser or a member of our Jersey Corporate team. 

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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