Jersey Companies Law consultation on amendments (Deadline for comments - 13/12/2024)

The Law was last amended in 2014 (Amendment No. 11). Change has been rapid since then, and an update to the Law is timely so that the Jersey company remains the vehicle of choice for international transactions.

This October 2024 consultation is on:

• Proposals to amend the Companies (Jersey) Law 1991 (the Law)

• https://www.jerseylaw.je/laws/current/Pages/13.125.aspx  

• Proposals to amend connected laws, regulations and orders
• Proposed amendments relating to creditors’ winding up and administration.

Source

• https://www.gov.je/Government/Consultations/Pages/CompaniesLawAmendments.aspx

Consultation: Amendments to Companies (Jersey) Law 1991 and a Proposed Administration Procedure

• https://www.gov.je/SiteCollectionDocuments/Industry and finance/C Companies Law Consultation.pdf   
• Proposed Start date - 15/10/2024
• Deadline for comments - 13/12/2024

Amendments to Companies (Jersey)​ Law 1991 (the Law)

• The proposals to the Law arise out of engagement with Jersey Finance Limited (JFL) and the Companies Law Working Group, which comprises corporate lawyers, an accountant, and representatives of the Jersey Financial Services Commission (JFSC), Revenue Jersey and the Jersey Association of Trust Companies (JATCo).

The proposed amendments,

1. The proposed amendments, set out in Part A of Appendix A of the consultation document, are largely technical in nature and aim to maintain the law's flexibility and enhance the ease of doing business in the context of evolving industry practice within an appropriate and legitimate framework.
2. They can be broadly categorised as:​​
1. Responding to case law and legal developments, both domestic and international
2. Enhancements to reflect provisions or practices adopted in other jurisdictions
3. Improving clarity and consistency within both the Law and with other legislation
4. The streamlining of specific processes
5. Introduction of statutory provisions to enable the Law to reflect how modern companies operate in practice and reduce unnecessary administration and associated costs. Many of these also reflect the current customary law, and the inclusion of proposed statutory amendments should not be​ automatically read as meaning that such actions are not already legally permissible
6. Ensuring the Law is user-friendly and flexible and maintains its competitive position for ease of doing business
7. The proposed amendments are viewed as maintenance, clarification, and modernisation to enhance competitiveness rather than as a wholesale restatement or significant change in policy direction

​​Proposed amendments to connected laws​​, regulations and orders

• Due to the interaction between the Law and other Jersey legislation, consequential amendments will be required to connect laws, regulations and orders.
• These proposals are contained in Part B of Appendix A of the consultation document and relate to:

• ​Bankruptcy (Désastre) (Jersey) Law 1990​ https://www.jerseylaw.je/laws/current/Pages/04.160.aspx
• Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020​ https://www.jerseylaw.je/laws/enacted/Pages/L-07-2020.aspx
• Companies (Transfer of Shares – Exemptions) (Jersey) Order 2014 https://www.jerseylaw.je/laws/current/Pages/13.125.85.aspx
• Companies (Demerger) (Jersey) Regulations 2018​ https://www.jerseylaw.je/laws/current/Pages/13.125.10.aspx

​​Proposed insolvency procedure

• In addition to amendments to the Law and associated consequential amendments, the Government of Jersey is considering introducing an additional insolvency procedure for Jersey. It is using this opportunity to gain feedback on the concept. 
• ​Appendix B (from page 46) of the consultation document considers the administration procedure and sets out questions.

How to submit comments to the consultation

• You are invited to submit your comments by Friday, 13 December 2024, on the following, all of which are set out in the consultation document.
• Consultation: Amendme​nts to Companies (Jersey) Law 1991 and a Proposed Administration Procedure https://www.gov.je/SiteCollectionDocuments/Industry and finance/C Companies Law Consultation.pdf

Specific questions relate​​​d to the Companies Law proposed amendments.

• You can respond to 36 specific questions, numbered A1 to A36 (pages 5 to 8 of the consultation document). 
• Provide the number of the question to which your response relates.

Amendment​​s to the Law.

• You can comment on the proposed amendments, which are set out in Appendix A – Part A (pages 9 to 41 of the ​consultation document). 
• Each proposal is listed separately (1 to 82).
• Provide the number of the row to which your response relates.
• Some rows include a question, or questions, that relate to that row's amendment. The questions are underlined and italicised. 
• please provide comments concerning those specific questions.

Consequential​l amendments to connected laws, regulations and orders

• You can comment on the proposed amendments, which are set out in Appendix A – Part B (pages 42 to 45 of the consultation document). 
• Each proposal is listed separately (83 to 93). 
• Provide the number of the row to which your response relates.

Questions on the​ proposed additional insolvency procedure.

• An outline of the new regime is set out from page 46 of the consultation document​ in sections, with related questions at the end of each section. 
• The questions are numbered B1 to B21.
• Provide the number of questions, or questions, to which your response relates.

How to respond​

You can respond:

• By email: Economy@gov.je(with the subject line FAO Miguel Zaragoza)
• In writing:
  FAO Miguel Zaragoza,​​
  Department for the Economy,
  19-21 Broad Street, 
  St Helier,
  Jersey JE2 3RR

Jersey Finance will also be collating an industry response, to which you can contribute:

• By email to Edwards@jerseyfinance.jeand lisa.springate@jerseyfinance.je​
• In writing to:
  Sally Edwards,
  Jersey Finance Limited,
  4th Floor, Sir Walter Raleigh House,

Source

• https://www.gov.je/Government/Consultations/Pages/CompaniesLawAmendments.aspx
• 48-50 Esplanade,
  St Helier, Jersey,
  JE2 3QB