Jersey Offshore Company Formation
Companies incorporated in Jersey are governed by the Companies Law 1991, which is based largely on the English 1948 Companies Act. A Jersey company may issue shares or it may be a guarantee, hybrid or unlimited company. Only one shareholder is required. Shares may have a par value or be of no par value. A corporate director may be appointed. A private company is any company that is not a public company. A public company will have more than 30 members or will state in its Articles that it is a public company.
Before forming the company it is necessary to disclose the names of the persons who will be the beneficial owners to the Island Authorities. This information is not available to the public. For this reason shelf companies are not available in Jersey. Private companies make an annual return and pay a filing fee and must have a registered office in Jersey. Accounts need not be audited.
Exempt Private Company
In response to international developments Jersey is changing its tax system. The exempt company regime will be abolished from 2008 for new incorporations and all companies will pay a zero rate of tax. Certain finance sector companies operating within Jersey will be taxed at 10%. The arrangements set out below will not apply from 2008 in respect of new companies and will be withdrawn from 2011 for Jersey exempt companies formed before 2008.
A private company limited by shares can apply to the Comptroller of Income Tax to be exempt from taxation. The granting of exemption is subject to various conditions being met, principally the following:
- Jersey residents must not have any direct interest in the shares of an exempt company, but may own shares in a company, which does
- Particulars of the beneficial owners must be disclosed to the Financial Services Commission
- The company must not have failed to pay income or corporation tax in a previous year
- The company must not have been exempt in a previous period separated from the current period by one year or more, unless there has been a substantial change of ownership
Exempt status must be applied for annually.
Procedure to incorporate a company in Jersey
A Jersey company is incorporated by submission of the Memorandum and Articles of Association to the Financial Services Department, together with notification of the Registered Office address, the names, nationalities and addresses of the directors and shareholders, character references relating to the beneficial owners and a full description of the proposed company’s trading and/or investment activities.
Restrictions On Trading
A Jersey Exempt Company cannot trade within Jersey or undertake the business of banking, deposit taking, insurance, assurance, reinsurance, fund management, asset management (other than its own assets) or any other activity associated with the banking, finance and insurance industries.
Powers of CompanyA Jersey Company has all the powers of a natural person.
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