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07 July 2016
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. Once a migration into Jersey becomes effective:
Applications to migrate a foreign company to Jersey involve the following key actions:
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 those 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.
Jersey companies may also migrate to a foreign jurisdiction from Jersey and continue as a foreign incorporated company. The procedure to migrate out of Jersey can be lengthier than that to migrate into Jersey, as notice to creditors may need to be given.
Below is a summary of the key aspects of the process required under Jersey law in order to migrate from Jersey to a foreign jurisdiction.
The members and each separate class of members of the Jersey company must pass a special resolution (two-thirds majority under Jersey law) 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 they may object within 21 days of the passage of the special resolution. An objection may be made by application to the Jersey courts on the grounds that the migration would unfairly prejudice the shareholders' interests.
Board of directors approval
A board meeting must be held in relation to the migration in order to approve:
Notice to creditors
Before a company applies to the Registrar of Companies in Jersey (unless all known creditors otherwise agree in writing), notice will be published in the Jersey Evening Post newspaper and sent to all creditors informing them of the company's intention to migrate and their right to object within 21 days of publication of the ad.
The application to the Registrar of Companies must include the following key documents:
A coordinated approach to migration to a foreign jurisdiction is required and thus companies must liaise with their foreign advisers to ensure that all relevant formalities are met. After processing the application, the Registrar of Companies will issue a conditional consent, which will become unconditional once a certificate of incorporation from the relevant registrar or regulator in the foreign jurisdiction has been delivered to the Registrar of Companies. Once received, the Registrar of Companies will issue a formal certificate and the company will cease to be incorporated under Jersey law as of that date.
For further information on this topic please contact Raulin Amy or Anna Cochrane at Ogier by telephone (+44 1534 514 000) or email (firstname.lastname@example.org or email@example.com). The Ogier website can be accessed at www.ogier.com.
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