JFSC Registry Supervision guide for JERSEY a nominated person, a director, OR secretary of an appropriate entity

On 07 March 2025, the JFSC published the following guidance

• https://www.jerseyfsc.org/registry/registry-supervision-and-how-it-will-affect-you/

The following is Comsure’s interpretation of this guidance

OVERVIEW

1. Jersey is committed to maintaining its compliance with international standards. This includes the Financial Action Task Force (FATF) standards on transparency, specifically Recommendation 24, which requires jurisdictions [JERSEY] to ensure that adequate, accurate, and up-to-date information on legal persons' beneficial ownership and control is promptly available to the competent authorities.
2. To implement this international standard, Jersey introduced
   1. The Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020,
      1. https://www.jerseylaw.je/laws/unofficialconsolidated/Pages/13.230.aspx
   2. The Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020
      1. https://www.jerseylaw.je/laws/unofficialconsolidated/Pages/13.230.20.aspx
   3. The Financial Services (Disclosure and Provision of Information) (Jersey) Order 2020
      1. https://www.jerseylaw.je/laws/unofficialconsolidated/Pages/13.230.21.aspx
   4. Financial Services (Disclosure and Provision of Information – Person with Standing) (Jersey) Order 2023
      1. https://www.jerseylaw.je/laws/current/Pages/13.230.50.aspx
   5. Offences and Penalties - Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020
      1. https://www.jerseyfsc.org/registry/registry-legislation/offences-and-penalties-financial-services-disclosure-and-provision-of-information-jersey-law-2020/

(collectively, Disclosure Law)

3. The Disclosure Law, which came into force in 2021, provides the JFSC with:-
1. The legal authority to collect, maintain and authenticate information concerning significant persons, beneficial owners (including controllers) and members of legal persons.
4. In 2022, to effectively implement and demonstrate compliance with the Disclosure Law,
1. The JFSC developed a proactive monitoring mechanism, the Registry Supervision Inspection Programme, to authenticate and verify information on the JFSC registers.

REGISTRY SUPERVISION INSPECTION PROGRAMME AND JFSC SUPERVISION

POWERS

5. Registry Supervision Inspection Programme powers come from
1. The Disclosure Law   
2. The laws which establish Jersey’s registry,
3. The product laws,
4. The Control of Borrowing (Jersey) Law 1947,
5. The Security Interest (Jersey) Law 1983 and 2012 and
6. Ancillary regulations and orders (Registry Laws).
6. ALL THE REGISTRY LAWS ARE HERE:  https://www.jerseyfsc.org/registry/registry-legislation/

STRUCTURE OF VISIT TEAMS AT THE JFSC

7. In other jurisdictions, there is a separation between
   1. The regulator responsible for supervising compliance with financial crime legislation
   2. The organisation that maintains that jurisdiction’s companies, businesses, legal persons, or other registers.
8. In Jersey, these functions both sit within the JFSC organisation but are physically and operationally they are separate, and there are two distinct supervisory teams
   1. THE REGISTRY SUPERVISION INSPECTION TEAM & PROGRAMME is
   2. JFSC REGULATORY SUPERVISION TEAM
      1. https://www.jerseyfsc.org/about-us/the JFSC -teams/supervision/

9. THE JFSC SUPERVISION TEAM’S primary function is to oversee regulated businesses and individuals to ensure they meet their relevant legal and regulatory obligations, including compliance with
1. Jersey’s financial crime legislation, the AML/CFT/CPF Handbook (Handbook), and
2. Sector Codes of Practice
10. The distinct legal frameworks under which each JFSC team operates are complementary but designed for different objectives.
11. However, the JFSC Supervision team and the Registry Supervision Inspection team will collaborate to ensure that, where a TCSP is the subject of the JFSC Supervision examination, both teams work together to ensure maximum efficiency and minimise any impact.

TRUST COMPANY SERVICE PROVIDER INSPECTIONS

12. For the regulated sector, visits will be like those conducted by the JFSC Supervision team.
13. The Registry Supervision team
1. Can visit the Trust Company Service Provider (TCSP) or ask it to submit the documentation electronically through myJFSC. The JFSC Registry Supervision team will inspect a desk-based review from the JFSC office.
2. Will select several relevant entities at each service provider; it will be approximately 30% of the total number of entities connected to the TSCP and proportionate to the size of the TCSP.
14. Most JFSC Supervision team examinations will include a registry review component.

TRANSPARENCY UNDER THE DISCLOSURE LAW

15. Under the Disclosure Law, all companies and other legal persons (herein referred to as the ‘relevant entity’) must provide detailed verified information at incorporation and annually concerning its:
1. Significant persons
2. Beneficial owners (including controllers)
3. Members/shareholders

WHAT MUST BE DONE AND WHY

16. The ABOVE information must be kept up to date. The relevant entity must notify the JFSC of any change, error or inaccuracy concerning beneficial owner information or significant person information (or any other prescribed information) within 21 days of becoming aware.
17. Failing to update this information within the prescribed period without a reasonable excuse is a criminal offence, and the relevant entity and the significant persons may be liable to prosecution. In addition, there are late filing fees, which increase monthly, which can be viewed here: 
1. Registry fees — Jersey Financial Services Commission. https://www.jerseyfsc.org/registry/registry-fees/
18. If a relevant entity does not comply with the requirement to keep this information up to date,
1. The Registrar may also send a notice to the entity stating that, unless the entity complies with the requirements within 3 months of the date of the notice, the entity's name may be struck off the register, or the entity's registration may be cancelled. The entity will be dissolved (as applicable).
19. Relevant entities must also submit an annual confirmation statement verifying that certain information provided to the JFSC regarding the entity remains accurate.
1. This includes the beneficial owner information, significant person information, and other prescribed information (including the registered office, details of the members, and the relevant entity’s share capital (as applicable)).
20. The annual confirmation statement must be submitted each year after the year the entity was established and should be filed between 1 January and the end of February.
21. Further details on the annual confirmation statement can be found here: 
1. Annual confirmation — Jersey Financial Services Commission.https://www.jerseyfsc.org/registry/annual-confirmation/

REGISTRY SUPERVISION INSPECTION PROGRAMME OBJECTIVE

22. A core focus of the Registry Supervision Inspection Programme is
1. To ensure fundamental beneficial ownership and controller information is adequate, accurate and current and can be made available to competent authorities.
23. Registry Supervision Inspection Programme tasks may include:
1. Inspection meetings are conducted both on and offsite concerning authenticating information provided to the Registry
2. The review of data submitted to the Registry to highlight and investigate anomalies
3. Screening of information held in the Registry database
24. Regular review of public information sources, including:
1. Court reports
2. Jersey Gazette
3. Viscount publications
4. Local, national, and international news reports and publications
5. Internet searches

WHAT THIS MEANS FOR JERSEY-RELEVANT ENTITIES

25. Registry Supervision Inspection Officers are required to authenticate information submitted to the Registry by the relevant entity; the authentication process confirms that a person, such as a beneficial owner, controller, or significant person, is who they say they are.
26. This can be achieved by:
1. Reviewing original documents
2. Reviewing any additional or supporting documentation
3. Making enquiries about the legal person and its ownership
27. This approach is designed to create a robust framework within which the JFSC can be confident that its information is under international standards.

INSPECTIONS

28. The JFSC Registry Supervision team will arrange onsite inspections at the relevant entity's registered office or invite representatives to the JFSC office to authenticate the information submitted to the Registry.
    1. TCSP – see above
    2. Local business inspections
       1. For local businesses, visits will be arranged in advance and, where possible, will be arranged to fit in with your day-to-day activities.
    3. Registered offices - private residences
       1. Where the registered office of a relevant entity is a private residence,
          • The nominated person, a director, or the secretary of the appropriate entity can attend the JFSC office with the documentation needed for authentication of the records or
          • The Registry Supervision Inspection Officers may visit the private residence.

INFORMATION AND DOCUMENTATION TO BE REVIEWED AND AUTHENTICATED

29. according to the Disclosure Law, the JFSC (via the Registry Supervision Inspection team) has the power to require a relevant entity to authenticate any information or document provided under the Disclosure Law in any manner the JFSC reasonably determine.
30. This is a broad remit, and
1. In addition to beneficial owner information and significant person information,
2. It can include details of the nominated person, nominee shareholders and nominee directors, and
3. Anything that may be included in the annual confirmation statement.
31. The information the Registry Supervision Inspection Officers may request to authenticate the accuracy of this data includes (but is not limited to):
1. Identification and address verification on all individuals named on the annual confirmation statement (for example, photographic ID and utility bills)
2. Register of directors, secretary and members
3. Statutory information where corporate bodies are used
4. Declarations of trust, where applicable
32. However, the Registry Supervision Inspection team reserves the right to
1. Request any other information or documentation reasonably determined as required to authenticate any information or document held by the Registry in connection with the Disclosure Law.
33. The JFSC team will also use existing data from the JFSC registers to ensure the accuracy of information previously submitted. For example,
1. This could include checking that the associated party information has been updated for all relevant entities to which an individual is connected.

AUTHENTICATION EXEMPTION IN CERTAIN CIRCUMSTANCES

34. One requirement under the Disclosure Law is that a relevant entity must verify within its annual confirmation statement the name and address of each member who holds 1% or more (in nominal value or number, as applicable) of all the issued class shares.

https://www.jerseylaw.je/laws/current/PDFs/RO_184_2020.pdf

35. HOWEVER,
    1. The JFSC Registry Supervision Inspection team can require the relevant entity to authenticate those details.
    2. The Disclosure Law grants the JFSC Registry Supervision Inspection team discretion to require the authentication “in any manner reasonably determined”.
36. It is generally accepted that
    1. Individuals with less than a 25% shareholding, voting or appointment rights are unlikely to have significant influence or control over an entity.
37. To align the Disclosure Law 1% or more membership authentication threshold with the JFSC Handbook and standards set by the FATF,
    1. The Registry Supervision Inspection team will not require authentication of information or documents provided to the JFSC for members of a relevant entity that holds less than 25% (in nominal value or number, as applicable) of all the issued class shares.
38. This exemption will not apply where the relevant entity is considered to carry an associated heightened risk. Those risks may include (but are not limited to):
    1. The relevant entity being connected to a high-risk jurisdiction
    2. Beneficial ownership and/or control, or any of the relevant minority shareholders, is/are associated or connected to a high-risk jurisdiction
    3. The activity of the relevant entity is sensitive and captured in either table of
       1. The JFSC Sound Business Practice Policy — Jersey Financial Services Commission https://www.jerseyfsc.org/industry/guidance-and-policy/sound-business-practice-policy/
    4. Credible intelligence
       1. The JFSC received from a variety of sources indicates that the relevant entity is exposed to other high-risks

39. For the avoidance of doubt:
    1. While the Registry Supervision Inspection team may not require the relevant entity to authenticate the information of members who hold 25% or less (in nominal value or number, as applicable) of all the issued shares of a class,
       1. The relevant entity must provide the JFSC with verified information under the Disclosure Law
       2. The authentication exemption does not apply to significant persons of the relevant entity, notwithstanding they may hold less than a 25% shareholding, and the exemption otherwise applies to the relevant entity
       3. The exemption does not affect the powers of the JFSC Registry Supervision Inspection team to require an entity or its nominated or significant person to provide any information needed for the JFSC under the Disclosure Law or any other law
       4. The JFSC Registry Supervision Inspection team operate within the Registry Law framework, which is distinct from Jersey’s financial crime laws

AFTER THE INSPECTION

40. The JFSC Registry Supervision Inspection team will inform the relevant entity of any identified issues, which will be documented in the findings letter.
41. Issues should be remedied within 21 days. If not, the JFSC will issue further correspondence.
42. Failure to collaborate with the JFSC may result in the relevant entity being fined.

SOURCE

• https://www.jerseyfsc.org/registry/registry-supervision-and-how-it-will-affect-you/