Finance focus: why investors use Jersey holding structures for infrastructure deals

As the "green" economy expands and the economic climate remains uncertain, infrastructure assets consistently hold their ground, with Jersey holding companies increasingly supporting deal-making in this sector.

By the end of September 2025, private infrastructure funds had raised more than US$200 billion – the first time that threshold had been crossed within the first three quarters of a calendar year – demonstrating the strong investor appetite for this resilient asset class. And Jersey structures provide an interesting opportunity for investors.  

Why use Jersey structures for infrastructure deals? 

If you are investing in infrastructure assets, a Jersey holding company can provide a flexible, tax-efficient platform for structuring your investment.  

From data centres to electric vehicle charging networks, the use of Jersey companies to form holding structures for investments in infrastructure assets is increasing – whether it is a single asset investment or an acquisition of a portfolio of different underlying assets. Often, third-party finance, such as traditional bank finance or private credit, will be used for these investments or acquisitions. 

You can explore a typical Jersey holding structure, which will already be familiar to many advisors and private equity investors, in our article: Private Equity - Acquisition Structures. Similar considerations would be relevant for investment into infrastructure assets, subject to certain changes which may be required to take account of the nature of the investment and other factors such as tax advice. 

Flexibility for investors 

A Jersey holding company offers several flexible features that can support your transaction. 

Flexible share capital 

Jersey holding companies can be incorporated with shares of no par value, with unlimited authorised share capital. Where par value shares are issued, they can be denominated in any currency.   

Simplified process for returns to investors 

There is no requirement for distributable profits or reserves to make a distribution, repurchase or redemption of shares. However, directors are required to make a 12-month look forward solvency statement based on cashflow (rather than a balance sheet test) in the prescribed form.   

Favourable tax treatment 

Jersey holding companies are typically subject to a zero rate of income tax in Jersey. Alternatively, if the company is managed or controlled in a country where all or part of its income is taxed at a 10% rate or more (such as the UK), it may elect to follow the jurisdiction’s tax treatment while still retaining the flexibility which a Jersey company provides. 

No stamp duty or capital gains tax

Stamp duty does not need to be paid when transferring shares in a Jersey company. Additionally, there is no corporation or capital gains tax in Jersey.   

Financing and security: what lenders need to know 

If your transaction involves debt financing, lenders are generally familiar with Jersey entities and the security available to them. 

Jersey's modern legal framework supports clear, modern security arrangements over assets such as shares, bank accounts and receivables.  

Read more on on lender requirements and Jersey security: 

Lending to Jersey entities. 

How the quoted Eurobond exemption may support tax efficiency 

An infrastructure holding structure may also involve the issuance of interest-bearing debt securities by a UK tax resident company. By listing those securities on a "recognised stock exchange", as designated by HMRC, you may benefit from the quoted Eurobond exemption. This approach allows the structure to make such interest payments free of UK withholding tax.  

The International Stock Exchange (TISE) is widely used by infrastructure investors seeking an efficient route to listing. The pragmatic and proactive approach of The International Stock Exchange Authority Limited (which is the authority which oversees TISE), combined with its adherence to international standards for recognised stock exchanges, has led to increased interest in listing on TISE by both new issuers and those already familiar with other exchanges as a straightforward and cost-effective option.   

How Ogier can help 

If you are considering an infrastructure acquisition, planning to raise debt for a project, or exploring whether you may benefit from a TISE listing, our team can guide you through your options.

Ogier provides integrated legal advice and administrative services through the collaboration of its legal teams and corporate and fiduciary services division, Ogier Global.

Reach out to your usual contact, or one of the authors listed below, to discuss your next steps.  

About Ogier

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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