Migration to Jersey
Migration out of Jersey


Migration to 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. Upon migration to Jersey becoming effective:

  • the company's property and rights immediately before the migration continue in the Jersey company;
  • the company continues to be subject to all criminal and civil liabilities, contracts, debts and other obligations; and
  • all pending legal proceedings may be continued by or against the company.

The application for migrating a foreign company to Jersey involves the following key actions:

  • The company must adopt articles of association which conform to Jersey law and file them with the Registrar of Companies.
  • A statement of solvency must be signed by each director and each proposed director.
  • The particulars of the directors and secretary must be filed (but will not be made public).
  • Legal counsel in the foreign jurisdiction must confirm that:
    • the company may migrate;
    • all necessary authorisations have been given in the foreign jurisdiction to enable the migration to take place; and
    • on continuance in Jersey, the company will cease to be incorporated in the foreign jurisdiction.
  • Evidence that creditors will not be unfairly prejudiced must be provided (this may be confirmed by a director of the applicant company).
  • Any other information required by the Registrar of Companies must be provided.

Potential applicants will also need to consider any other Jersey licensing or regulatory requirements, such as the Control of Housing and Work (Jersey) Law 2012. This will typically be relevant only to companies seeking to conduct a business and engage employees within Jersey. Alternatively, a licence may be required under the Financial Services (Jersey) Law 1998 or the Collective Investment Funds (Jersey) Law 1988.

Migration out of Jersey

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.

The following is a summary of the key aspects of the process required under Jersey law to migrate from Jersey to a foreign jurisdiction.

Shareholder approval
The members and each separate class of members of the Jersey company must pass a special resolution (a two-thirds majority under Jersey law or such greater majority as the company's articles may provide) approving the migration. The written resolution or the notice of meeting (as the case may be) must include a summary of the proposed application and inform members that any one of them may object within 21 days of the special resolution's passing. An objection may be made by application to the Jersey courts on the grounds that the migration would unfairly prejudice the shareholder's interests.

Board of directors approval
A board meeting must be held in relation to the approval of the migration. This will approve:

  • the proposal to migrate and the issue of all notices (including an ad in the Jersey Evening Post in certain circumstances) and the circulation of the members' special resolution;
  • the request for confirmations of no objection from the Jersey Comptroller of Revenue and Department of Social Security;
  • various statements of confirmation from the directors, including a solvency statement; and
  • the final application to be made to the Jersey Registrar of Companies.

Notice to creditors
Unless all of its known creditors otherwise agree in writing, before a company makes an application to the Jersey Registrar of Companies, notice must be published in the Jersey Evening Post and sent to each creditor informing them of the company's intention to migrate and the right of any creditor to object within 21 days of the date of the published ad.

Application
The key documents forming part of the application to be made to the Jersey Registrar of Companies include:

  • a certified copy of the members' special resolution;
  • a solvency statement;
  • confirmation from the Jersey Comptroller of Revenue and Department of Social Security that they have no objections to the migration;
  • confirmation from a lawyer in the jurisdiction to which the company seeks to migrate that:
    • all property and rights of the company will continue in the foreign jurisdiction;
    • the foreign jurisdiction permits the migration;
    • the company will remain subject to all civil and criminal liabilities, contracts, debts and other obligations; and
    • all pending legal proceedings and other actions may be continued;
  • either:
    • evidence that notice to creditors has been given and that no creditor has applied to the Royal Court for a restraining order or that such application has been determined; or
    • copies of the creditors' prior written consent to the continuance;
  • evidence that no member has applied to the Jersey Royal Court on grounds of unfair prejudice or that any application has been determined; and
  • a copy of the company's latest financial statements.

A coordinated approach to the company's migration to the foreign jurisdiction is required; therefore, the company will need to liaise with its foreign advisers to ensure that all relevant formalities are dealt with in the foreign jurisdiction. After processing the Jersey application, the Jersey Registrar of Companies will issue a conditional consent which will become unconditional upon its receipt of a certificate of incorporation from the relevant registrar or regulator in the foreign jurisdiction. When this is received, a formal certificate will be issued by the Jersey Registrar of Companies and the company will cease to be incorporated under the law as of the date of its continuance in the new jurisdiction.

For further information on this topic please contact Raulin Amy or Simon Dinning at Ogier's Jersey office by telephone (+44 1534 514 000) or email ([email protected] or [email protected]). Alternatively, contact Nathan Powell at Ogier's Hong Kong Office by telephone (+852 3656 6000) or email ([email protected]). The Ogier website can be accessed at www.ogier.com.