Ordinary Shares - may be further divided into separate classes, each having different class rights. The identity of the ultimate beneficial owners of holdings of more than 10% of the shares in a Jersey company needs to be disclosed on a confidential basis to the Registrar on incorporation. A Jersey private company does not need to have directors upon incorporation but cannot function until directors are appointed. BKS Family Office. There is no need for a private company’s accounts to be audited, unless this requirement is included in its articles of association. We are the only law firm to advise on BVI, Cayman Islands, Guernsey, Jersey and Luxembourg law. As a result of its ongoing legislative and regulatory developments to comply with OECD's anti-money laundering and transparent tax practice initiatives, Jersey has been able to develop efficient infrastructure, systems and practices which have already efficiently facilitated automatic information sharing with the United Kingdom for over a year. Our global network of offices covers every time zone. If the shares are to be held in a trust, the name of the trust, the names of the trustees and the name and address of the settlor (or instigator) of the trust must also be disclosed. A special resolution is one passed by a majority of not less than two-thirds of shareholders or such greater percentage as specified in the articles who vote in person or by proxy at a general meeting of the shareholders of which not less than 14 days’ notice of the special resolution has been given. All Guernsey companies must have a registered office in Guernsey at all times, to which all communications and notices may be addressed. Small Firms Services have been providing Virtual Office Services and Company Formations since 1998. Second Floor Charles Bisson House 30-32 New Street St. Helier Jersey JE1 8FT Channel Islands. It is centrally managed and controlled in another jurisdiction outside Jersey; It is tax resident in that other jurisdiction; and. The company will thus maintain a share capital account and (where the shares are issued at a premium) a share premium account. e: [email protected] t: +44 … It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of a private company in Jersey and it is not intended to be comprehensive in its scope. It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of a private company in Jersey and it is not intended to be comprehensive in its scope. If the company will be involved in the provision of banking, insurance, trust, investment or financial services or certain other sensitive activities, detailed information regarding the proposed activities will need to be disclosed and various other licenses may be required. Special Resolutions of a company are required for the following (although this list is not exhaustive): Shareholders’ resolutions, both special and ordinary, may be passed without a meeting by means of written resolutions signed by all shareholders of the company if not prohibited by the company’s articles of  association. Box 820, Trenton, NJ 08625-0820 Telephone: 1(866)-534-7789 We get straight to the point, managing complexity to get to the essentials. New Jersey Secretary of State Business Portal Address: Department of State, Business Action Center, P.O. In the case of any private company that is required by its articles of association to appoint an auditor it must prepare accounts which “show a true and fair view of” or “present fairly in all material respects” the financial position of the company. From fund administration and establishing a holding company, to private wealth management and corporate administration, we understand every client is unique and so we leave ourselves free to be tailored to your needs. Shares must be issued in registered form, as bearer shares are not permitted. The registered office functions as an official address for a company where statutory communications can be sent or documents served. Directors may participate in meetings by electronic means, such as via telephone or video conferencing. IQ EQ Fund Services (Jersey) Limited IQ EQ Fund Services (Jersey) Limited is a limited company incorporated and registered in Jersey, Channel Islands (registered number 65587). to adopt the Corporate Seal (if one is required), to allot shares to the subscribers and first shareholders and issue the share certificates to approve any share transfers, to approve a secretarial and management agreement to fix a financial year end, to adopt an accounting currency and standards, disclose the names and addresses of the registered shareholders with details of their holdings, disclose the authorised and issued share capital, Alteration to the memorandum of articles of association. If it is expected that further beneficial owners will be introduced within six months of the date of incorporation, details of the proposed arrangements need to be provided to the Registrar. The Companies (Jersey) Law 1991 (the Companies Law) is a comprehensive modern statute governing all aspects of the formation and administration of private companies in Jersey. Failure to do so may render the transaction voidable at the instance of the company or a shareholder. A special resolution must be filed with the Registrar within 21 days of being passed and there are fixed penalties for late filing. 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. It is recommended that a client seeks legal advice on any proposed transaction prior to taking steps to implement it. Vistra can provide a registered office for your company. Ogier is able to provide standard form memorandum and articles of association for consideration prior to incorporation of a company. A Jersey company may be exclusively tax resident in a jurisdiction outside Jersey provided that: The exceptions to the standard zero rate are: No stamp duty is payable on the transfer of shares in a Jersey company, and there is no corporation or capital gains tax in Jersey. The Registered Agent Company we recommend in New Jersey is Northwest Registered Agent ($125 per year). A company is required to file with the Registrar a copy of any special resolution passed by its shareholders. The Registrar may ask that information regarding ultimate beneficial owners with holdings of less than 10% be provided. Ours is the only firm to advise on these five laws. Most Registered Agent Services in New Jersey cost between $100 and $300 per year. Annual accounts are required to be prepared within ten months of the end of the company’s financial year and should be made available to shareholders. We provide New Jersey registered agent service for local in-state LLCs and corporations, as well as foreign (out-of-state) businesses looking to register and do business in NJ.As your registered agent, we accept service of process (notice of a lawsuit), legal correspondence, and important business mail on behalf of your business. A sole director may not act as secretary, and no company may have as secretary a body corporate whose sole director is sole director of the company. Our sister company, H S Corporate Services Limited (“HSCS”), is able to provide the following services to Jersey residents: Each Jersey registered company must have an address in Jersey and this address is notified to the Jersey Financial Services Commission (“JFSC”). Your solicitor or accountant may also provide this service. Submit your annual return / annual confirmation statement. On the issue of shares of a no par value company, the proceeds, whether in the form of cash or otherwise, will be credited to a stated capital account. Non-voting shares are allowed and proportional voting structures may be achieved by the use of weighted voting rights. HSCS is able to offer a registered office address and will notify JFSC … Following the registration of the memorandum and articles of association of the company, the Registrar will issue a Certificate of Incorporation and, from the date stated therein, the company comes into existence as a legal person. Prior to commencing trading, the initial directors of the company, having been appointed by the subscribers to the memorandum of association, will hold the inaugural board meeting to resolve the following: The directors of a company are usually authorised generally to manage its business and to exercise the company’s powers in accordance with the provisions of the memorandum and articles of association and the Companies Law. Little secret about registered agent service: most agents aren’t actually located in New Jersey. The memorandum and articles of association are required to be subscribed by at least one subscriber who agrees to become a shareholder in the company. Even if a company is a relevant private company, the requirement to hold an AGM can be waived by written agreement of all the shareholders. There is no minimum authorised or issued share capital requirement under Jersey law. Holl, Cameron & Co Limited is a member firm of the Institute of Chartered Accountants in England and Wales (ICAEW). An application for incorporation signed by a person licensed to conduct trust company business pursuant to the Financial Services (Jersey) Law 1998 together with the completed memorandum and articles of association, certain other prescribed information and the appropriate fee (currently £165), is then filed with the Registrar of Companies in Jersey. After incorporation, the Company may within a reasonable time unilaterally adopt the contract and become bound by it as if the contract had been entered into by it after its incorporation. The Companies Law also allows for the incorporation of guarantee companies, unlimited companies and protected cell companies (the latter providing particular flexibility for investment business). Map It. Jersey Registry holds and updates nine registers including Jersey companies, business names, foundations, trademarks and security interests. We can provide our registered office service from three different office locations with fees starting from £40 for a 12 month period. The Companies Law enables capital to be denominated in any currency and share capital of either par value or no par value shares to be issued in various classes, including redeemable shares. the fact that there is no limit on the number of shares the company may issue (for a no par value company); the number of shares of each class that the company is authorised to issue (for a par value company); the amount which each member undertakes to contribute to the assets of the company upon winding up (for a guarantee company);  or. A newly incorporated company will have unrestricted corporate capacity. None of the major corporate agents are. These features, coupled with a tax neutral environment, enable Jersey companies to be structured to meet a wide variety of business purposes, from commercial trading and joint ventures to investment holding vehicles. A par value company can issue shares that have a nominal element (and possibly a premium element). In the case of a par value company, monies payable on the redemption or buy back of  shares may be funded from any source (other than the capital redemption reserve or the nominal capital account) including capital. Information and public services for the Island of Jersey. If an individual is appointed as NJ registered agent, he or she must be at least 18 years of age. The name of a private Jersey company should end with ‘Limited’, ‘Ltd’, ‘avec responsabilité limitée’ or ‘a.r.l.’. This briefing has been prepared for the assistance of clients considering incorporating a private company under the laws of Jersey. Distributions by a par value company are permitted from any source (other than the capital redemption reserve or the nominal capital account) without the need to obtain either shareholder or Court approval for a reduction of capital. Where the proposed ultimate beneficial ownership is widely diffuse (that is to say no individual by himself or in concert with any associates will control more than 10% of the shares), the Registrar may be willing to relax the disclosure requirements. Any correspondence received at the registered office will be opened and forwarded to the relevant director/shareholder for further action. It is the official address of the incorporated company and is … A no par value company issues shares which are not expressed as having a nominal value. If a name is regarded as similar to an existing company, details will be required by the Registrar as to the reason for the similarity and the existing company’s permission for using the name may need to be obtained. Ordinary shares may be converted into redeemable shares provided a class of non-redeemable shares remains in issue. There is, however, no requirement for a director to be resident in Jersey. A relevant private company is one where either provision was made in its articles after the coming into force of the Companies (Amendment No. Such adoption will release the person who purported to act on the company’s behalf. This may be of benefit where the guarantor members and the shareholders are to have different rights (such as the right to receive dividends or a distribution upon winding up). Includes the Service Address for Directors! a location for the maintenance of statutory corporate or partnership records. All UK registered Limited Companies (LTD) and Limited Liability Partnerships (LLP) can use our address for privacy. The benefits of using a Jersey company in terms of company law provisions and tax treatment are extremely wide but generally include separate legal identity, limited liability for shareholders, ease of transfer of ownership and tax status. Services include: Incorporation and formation agents; Registered office/registered agents The law requires a company to carry out "all activities related to their business" in Jersey. Sec. Notify us if you change your registered office. Where a person purports to enter into a contract in the name of or on behalf of a company which has not yet been incorporated, the contract will take effect as one entered into by that person, who will be personally liable under it. The total amount of the initial authorised share capital and the par value of each authorised class of share is stated in the memorandum of association. The notice period for calling an AGM is 14 days. Why we recommend Northwest Registered Agent We offer a range of Business Services, such as a Registered Office for just £19 per year; a Directors Service Address; Business Mail Address with Mail Forwarding Worldwide and more… All members of a public or relevant private company can agree in writing to dispense with the requirement for an AGM. The shares that are issued by an unlimited company are called unlimited shares. Registered Office Guidance. This client briefing has been prepared for clients and professional associates of Ogier. Please note:These guidance notes are not intended to be definitive legal advice and should not be relied upon as such. preparation and submission of annual returns, as directed. TMF Group provides the official address of international entities in addition to other available corporate secretarial services as detailed below. You will need to do this via the Easy Company Registry. The new substance requirements were implemented to meet the requirements of the EU Code of Conduct Group and establish new tests for certain tax resident companies carrying on "relevant activities" in respect of demonstrating that they are "directed and managed" in Jersey, and that their "core income generating activities" are undertaken here. Mourant Governance Services is an affiliate of Mourant Ozannes, one of the world's leading offshore law firms. A guarantee company is one which has only guarantee members. Under the new law, which came into force on 6 January 2021, the annual return has been replaced by an annual confirmation statement. The chosen name must not be confusingly similar to any existing company (including a UK registered company) or misleading with regard to the company’s intended activities. A private company is not required to hold an annual general meeting (AGM), unless it is deemed a relevant private company. 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