Raulin Amy

Welcome to the virtual currency sandbox: let's play

While virtual currencies may divide opinion, it is undeniable that they are booming and becoming part of the mainstream. Jersey has answered the question of how to seize this opportunity by introducing a 'regulatory sandbox' for developers and innovators to build, test and experiment with products, services, business models and delivery mechanisms in a live environment without immediately incurring all of the normal regulatory consequences and costs.

Channel Islands Stock Exchange - debt listing

The Channel Islands Stock Exchange, LBG offers a fast document turnaround time, competitive pricing, international standards of issuer regulation and a pragmatic approach to disclosure requirements. This update highlights the principal requirements and key issues to be considered when considering the listing of structured debt securities on the exchange.

Incorporating a private company

This article provides useful guidance on incorporating a private company under Jersey law by summarising the main legal requirements and general principles which apply in this regard (eg, company formation, share capital and continuing requirements), as well as the benefits of using a Jersey company.

Migration of companies into and out of Jersey

The Companies (Jersey) Law 1991 allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey provided that the laws of the foreign jurisdiction allow it to do so. In addition, a Jersey company may migrate to a foreign jurisdiction and continue as a foreign incorporated company in that jurisdiction. The procedure to migrate out of Jersey can be more lengthy than that to migrate to Jersey as notice to creditors may be required.

New law increases flexibility of Jersey limited liability partnerships

The law on limited liability partnerships (LLPs) in Jersey has recently been amended. Under the previous law, onerous financial requirements had proved an insurmountable barrier to the establishment of LLPs in Jersey. The amendments will enhance the flexibility of Jersey LLPs, encourage their use for investment structuring purposes and enable them to be used as an alternative structure to a UK LLP.

Private equity – acquisition structures

Complex tax, accounting and employment matters are among those which drive the choice of acquisition structure for private equity-funded transactions. Two common types of private equity acquisition transaction are the leveraged buy-out (LBO) and the management buy-out (MBO). Where an LBO or MBO transaction involves a domestic or international business with a UK-domiciled management team, Jersey acquisition structures have gained traction with UK private equity advisers for numerous reasons.

Company demergers: a guide to the new regime

The recently enacted Companies (Demerger) (Jersey) Regulations introduce a new demerger regime for Jersey companies. The new regime will be of particular interest to those who use, or are considering using, Jersey companies in their structures. It makes the use of a Jersey company more flexible and has a range of potential uses, including implementing a pre-sale reorganisation.

Company demergers: a guide to the new regime

Acquisition structures of leveraged and management buy-outs

Some of the most common types of private equity acquisition transaction are leveraged buy-outs (LBOs) and management buy-outs (MBOs). Jersey companies, Jersey employee benefit trusts and Eurobonds quoted on the Channel Islands Stock Exchange have become integral components of the LBO and MBO transaction planning process.

New regulations aim to clarify and simplify merger procedures

The Companies (Jersey) Law 1991 has recently been amended by the Companies (Amendment 5) (Jersey) Regulations 2011. The new law aims to clarify and simplify certain merger procedures and enable Jersey incorporated companies to merge directly with a wider range of corporate bodies, including companies incorporated elsewhere.

Private equity – acquisition structures

Complex tax, accounting and employment matters are among those which drive the choice of acquisition structure for private equity-funded transactions. Two common types of private equity acquisition transaction are the leveraged buy-out (LBO) and the management buy-out (MBO). Where an LBO or MBO transaction involves a domestic or international business with a UK-domiciled management team, Jersey acquisition structures have gained traction with UK private equity advisers for numerous reasons.

Incorporating a private company

This article provides useful guidance on incorporating a private company under Jersey law by summarising the main legal requirements and general principles which apply in this regard (eg, company formation, share capital and continuing requirements), as well as the benefits of using a Jersey company.

Migration of companies into and out of Jersey

The Companies (Jersey) Law 1991 allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey provided that the laws of the foreign jurisdiction allow it to do so. In addition, a Jersey company may migrate to a foreign jurisdiction and continue as a foreign incorporated company in that jurisdiction. The procedure to migrate out of Jersey can be more lengthy than that to migrate to Jersey as notice to creditors may be required.

Company demergers: a guide to the new regime

The recently enacted Companies (Demerger) (Jersey) Regulations introduce a new demerger regime for Jersey companies. The new regime will be of particular interest to those who use, or are considering using, Jersey companies in their structures. It makes the use of a Jersey company more flexible and has a range of potential uses, including implementing a pre-sale reorganisation.

Tax residency of Jersey companies – reminder and update

A recent UK tax case involving three Jersey companies sounds a note of caution with regard to interaction between offshore subsidiaries and UK parent companies and the role of directors. The case serves as a timely reminder that Jersey resident directors cannot provide a purely 'administrative' service for the benefit of the parent owner.

Welcome to the virtual currency sandbox: let's play

While virtual currencies may divide opinion, it is undeniable that they are booming and becoming part of the mainstream. Jersey has answered the question of how to seize this opportunity by introducing a 'regulatory sandbox' for developers and innovators to build, test and experiment with products, services, business models and delivery mechanisms in a live environment without immediately incurring all of the normal regulatory consequences and costs.

Migration of companies in and out of Jersey

The Companies (Jersey) Law 1991 allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey. Jersey companies may also migrate to a foreign jurisdiction and continue as a foreign incorporated company. However, the procedure to migrate out of Jersey can be lengthy and thus companies must liaise with their foreign advisers to ensure that all relevant formalities are met.

Channel Islands Securities Exchange introduces SPAC listing product

The rules for listing debt securities on the Channel Islands Securities Exchange contain requirements and features for special purpose acquisition companies, including shares, trading and share rights, obligations for management and directors, requirements in relation to escrow and expenses and requirements during acquisitions.

Treatment of companies managed outside Jersey

In light of the United Kingdom's plans to reduce its corporation tax rate, the Jersey government recently announced its commitment to identifying appropriate legislative changes to ensure that Jersey companies managed and controlled in the United Kingdom or elsewhere will not be deemed resident in Jersey. While these changes have not yet been identified, they are expected to include a reduction of Jersey's 20% corporation tax rate.

Enhancements to the Companies (Jersey) Law 1991

The States of Jersey has passed the Companies (Amendment 11) (Jersey) Law 201. The amendment law makes a number of changes to the Companies (Jersey) Law 1991 in order to ensure that the corporate law framework in Jersey continues to adapt to the demands of its cross-border client base. These changes include amended capital requirements, clarifications regarding distributions and changes to squeeze-out procedures.

Parting on good terms: court clarifies duties of directors

The Court of Appeal recently issued a judgment clarifying the duty of a director under the Companies (Jersey) Law. The decision is useful when considering the remuneration of directors, and in particular the scope of provisions in articles of association under which directors may be remunerated. The case centred on a director of two Jersey companies that held substantial investments in the airport and power sectors.

Channel Islands Stock Exchange: debt listing

When accepting listing sponsor or agent services in respect of debt listings on the Channel Islands Stock Exchange, a number of considerations arise. Parties should take into account the listing requirements and process, the treatment of payment-in-kind notes and special purpose vehicles, the need for audited accounts, how to treat subsidiaries and continuing obligation requirements, among other things.

Creating a permanent establishment in Jersey

There is an increasing need for businesses to ensure that they can demonstrate proper substance in the jurisdictions in which they operate. Jersey is ideally placed to provide proper substance and a permanent establishment in a tax-neutral environment. Furthermore, there are a number of commercial and structural benefits of using a Jersey company as part of creating a permanent establishment in Jersey.

New law increases flexibility of Jersey limited liability partnerships

The law on limited liability partnerships (LLPs) in Jersey has recently been amended. Under the previous law, onerous financial requirements had proved an insurmountable barrier to the establishment of LLPs in Jersey. The amendments will enhance the flexibility of Jersey LLPs, encourage their use for investment structuring purposes and enable them to be used as an alternative structure to a UK LLP.

New legislative approval process to reduce waiting times

A new approval process for legislation is under consideration, through which a significant amount of the work to review legislation that was previously undertaken by the Ministry of Justice in the United Kingdom will now be dealt with by the Law Officers' Department. It is therefore hoped that the approval time for legislation submitted to the Privy Council via the Ministry of Justice will decrease.

Acquisition structures of leveraged and management buy-outs

Some of the most common types of private equity acquisition transaction are leveraged buy-outs (LBOs) and management buy-outs (MBOs). Jersey companies, Jersey employee benefit trusts and Eurobonds quoted on the Channel Islands Stock Exchange have become integral components of the LBO and MBO transaction planning process.

New regulations aim to clarify and simplify merger procedures

The Companies (Jersey) Law 1991 has recently been amended by the Companies (Amendment 5) (Jersey) Regulations 2011. The new law aims to clarify and simplify certain merger procedures and enable Jersey incorporated companies to merge directly with a wider range of corporate bodies including companies incorporated elsewhere.

Channel Islands Stock Exchange - debt listing

The Channel Islands Stock Exchange, LBG offers a fast document turnaround time, competitive pricing, international standards of issuer regulation and a pragmatic approach to disclosure requirements. This update highlights the principal requirements and key issues to be borne in mind when considering the listing of structured debt securities on the exchange.

Channel Islands Stock Exchange - continuing obligations for issuers

The Channel Islands Stock Exchange is one of the most popular exchanges for listing Eurobonds and other debt securities as a result of its inexpensive and quick procedure and the flexibility of the Listing Rules. This update sets out certain of the continuing obligations which an issuer is required to observe once any of its securities have been admitted to listing.