Introduction
The procedure governing the reinstatement of a dissolved Jersey limited company is contained in Article 213 of the Companies (Jersey) Law 1991. Where a company has been dissolved (either on a winding up or following a declaration of désastre) or, most commonly, struck off the register by the registrar of companies after failing to file an annual return, the Royal Court has the power – on the application of an interested party – to declare the dissolution void and order the reinstatement of the company, returning the company to the position in which it would have been had it not been dissolved.
Application for reinstatement
An application to reinstate a company (a 'representation') must be made to the judicial greffier by a liquidator of the company or by any other interested person (including a former shareholder, beneficial owner, director or secretary of the company) within 10 years of the date of dissolution.
The Jersey Financial Services Commission (JFSC) and the Income Tax Comptroller must both provide their consent to the reinstatement.
The applicant must first find out from the JFSC whether there are any outstanding annual returns, filing fees, late fees or interest and the costs of considering the application. A draft of the representation should also be sent to the JFSC for consideration. The applicant must also find out from the comptroller whether the company has any outstanding tax liabilities. All outstanding annual returns, taxes, filing fees, late fees and interest should be paid to the JFSC and the comptroller, respectively, before the application is lodged with the greffier.
Once the relevant consent is received, the representation can be lodged with the greffier. The representation must include:
- details of how the company came to be dissolved or struck off;
- why the company needs to be restored to the Register of Companies;
- information concerning the company's current activities (if any); and
- letters to the applicant from the JFSC and the comptroller confirming that they have no objection to the application.
The representation must be signed by the applicant or by a Jersey advocate for and on behalf of the applicant. The representation does not require an appearance before the Royal Court.
Reinstatement of company
If the application is granted, a court order (an 'act of court') will be issued by the Royal Court. The reinstatement will come into effect on the date that the act of court is issued and the dissolution of the company will be declared void. A copy of the act of court must be sent to the registrar of companies for registration within 14 days, otherwise the applicant will be guilty of an offence. The Royal Court has the power to include in the act of court the necessary orders, directions and provisions to place the company in the same position as if it had not been dissolved.
Where an application to reinstate a company is made by a creditor, the Royal Court has the power to order that any person to whom assets were distributed or any person who signed a statement of solvency on winding up shall be liable to contribute to the company's assets, so as to enable the company to discharge its liabilities (unless the person who signed the statement of solvency can show that they had reasonable grounds for being satisfied that the company had no liabilities at the time of signing the statement).
Timing
Applications are often processed and completed within four to five working days, provided that the comptroller and registrar raise no queries. Applications to the greffier can be made at any time. If the application is urgent, an appointment can be made with the greffier to review the application.
For further information on this topic please contact Matthew Shaxson at Ogier by telephone (+44 1534 514 000) or email ([email protected]). The Ogier website can be accessed at www.ogier.com.
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