Company Formation Survey 2008


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		1. Company law	The Companies (Jersey) Law 1991, as amended("the Law") and subordinate legislation.
		2. Types of company: (a) type of company preferred for international transactions:	Private companies limited by shares with exempt or International Business Company (which is a fiscal status in Jersey) status commonly used for international transactions. Jersey companies may be either public or private. A company will be a public company if it has more than 30 shareholders or issues a prospectus or so declares in its Memorandum of Association.

		(b) shareless companies:	The Law permits companies limited by guarantee and unlimited companies. A member of a guarantee company's liability is limited to the currency amount of the guarantee provided. Whilst, of course, an unlimited member's obligations are as implied by the term wholly without limit. Companies with a hybrid capital structure are also permitted. It is possible to have an entirely unlimited or guarantor company having no other form of membership.
		3. Capital requirements:	No specific capital requirements to form a typical private company to be used in an estate planning structure. It is now possible to have single shareholder companies. Registered shares may be issued with a par value or with no par value. For new companies, the Memorandum of Association will state whether a company is a par value or a no par value company. A par value company is permitted to convert itself to a no par value company, and vice versa, by alteration of the Memorandum of Association with the approval of the Shareholders. Shares can be denominated in any currency.
		4. Costs to incorporate, excluding government fees:	Approximate cost GBP800 for a company with standard form Memorandum and Articles of Association.
		5. Fees paid to authorities to incorporate:	Judicial fee GBP200 for companies incorporated within two hours. Reserved companies costing GBP240 may be incorporated by any person licensed under the Financial Services (Jersey) Law 1998 as a company formation agent.
		6. Annual fees paid to authorities:	GBP150 annual return filing fee.
		7. Taxation rates applied to companies generally: (a) the taxation of companies in 2 (a)	Exempt companies pay an annual fee of GBP600. Thereafter no tax is payable other than on income earned through an established place of business in Jersey. International business companies pay income tax of up to a maximum of 2% on income from "international activities" and 30% on local (Jersey) source income. Jersey has no corporation tax, capital tax, VAT, transfer tax or other form of taxation whatsoever.

		8. Method of incorporation:	Registration by the Jersey registrar of companies.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Company formation documents may be submitted to the registrar by any person licensed under the Financial Services (Jersey) Law 1998 as a company formation agent (lawyers, accountants, and trust companies).
		(a) are ready made companies available?	Reserved companies are available from licensed company formation agents. "Fast-track" incorporations (2 hours) are also available.
		10. Length of time to incorporate:	Companies are now generally formed within two working days of filing the papers. However, a company may now be incorporated within two hours (additional fee of GBP200).
		11. Minimum members:	The Law permits incorporation of a single member company.
		12. Registered office:	The registered office must be in Jersey.
		(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	The registered office can be a trust company, bank, lawyer or accountant's offices, but not "brass plate".
		13. Directors and secretary:
		(a) Must a director/ secretary be resident?	Neither the directors nor the secretary need be resident in Jersey.
		(b) Are Corporate Directors allowed?	Corporate directors are not allowed.
		14. Appointee directors/ secretary possible?	Directors and secretary are appointed by the company at a general meeting, although the company may delegate this power. Jersey law does not recognise nominee or corporate directors, although a Jersey company may have a corporate secretary.
		15. Amount of fees payable to appointee directors/ secretary:	Fees paid vary - approx. GBP250-2,000 per annum.
		16. Meetings:	Meetings are not required to be held in Jersey. Private companies may dispense with AGM with the unanimous approval of the shareholders.
		17. Annual return:	An annual return is required to be filed before the end of February each year.
		(a) Must financial statements of a company be audited?	No requirement for the financial statements of a private company to be audited, although the financial accounts of a public company must be audited.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	It is not necessary to file balance sheets with annual returns. Exempt companies are not required to file any form of accounts, but companies not granted exempt company status must submit a return for income tax purposes. Public companies must submit audited accounts within seven months of the end of the their financial period.
		19. Are there any exchange control or other financial restraints imposed upon a company?	There are no exchange controls or other financial restraints imposed upon Jersey companies.
		20. Companies formed in the last year:	4,050 (2007).
		21. Number of companies on the company register altogether:	33,683 (2007).
		22. How, if any, is migration into and out of the jurisdiction achieved?	The Law permits migration of companies to Jersey.
S I T E M A P BACK TO TOP		23. Is migration out of your country provided for?	The Law allows for Jersey companies to cease to be incorporated on the Jersey Register and to continue as corporations on a foreign register, if the legislation in the new jurisdiction permits this.
		24. Any amendments to company law over the last 12 months:	Amendment number 8 of the Companies (Jersey) Law 1991, as amended, came into force on 1st February 2006.
		25. Anticipated amendments to company law over the next 12 months:	Amendment number 9 of the Companies (Jersey) Law 1991, as amended, is due to be introduced during 2008. The amendment will allow a regulated Jersey Trust Company to act as a corporate director of a Jersey company and will introduce the concept of Treasury shares.