Setting up a Limited Company in Jersey
Limited Company information
If you are a Jersey resident and thinking of setting up a Limited Company in Jersey, the information below will explain the process you need to follow to incorporate your company online with the Jersey Financial Services Commission via their myRegistry portal.
This guidance assumes you have sought or already have the required knowledge to structure a simple limited liability Jersey Company. If not, then we strongly advise you seek the services of a professional such as an accountant or lawyer to assist you.
Whilst there is no legal requirement for limited companies to use an accountant, there are many benefits in doing so. Your business is eventually going to get to the stage where you will need help with ongoing accounting, tax, and compliance work such as annual financial statements the Comptroller might request, or filing your annual tax return. Also, they will help you decide on the appropriate number, type, and value of shares the company should authorise and issue to start with.
Get Ready to Incorporate
Before you start the process, you will need:
- A name for the company
- An address for the company – (this can be any Jersey address)
- A Memorandum of Association and an Articles of Association
- At least one shareholder
- At least one director (This person can also be a shareholder)
- Certified proof of address and ID (for all beneficial owners, controllers and directors)
- A Company Secretary (If there are 2 directors then one can be appointed Company secretary, if there is only one director then a Company Secretary needs to be appointed separately)
- A Business Licence (Legal requirement if trading in Jersey)
- A nominimate person (This can be a director or company secretary as long as they are resident in Jersey. Here is a link to the guidance – Register as a nominated person — Jersey Financial Services Commission (jerseyfsc.org).
To trade legally in Jersey, you will be required to apply for and obtain a Business Licence. The Business Licensing guidance notes explain the law relating to obtaining a business licence and employing staff.
Your residential status (entitled, entitled for work, licenced, or registered) will determine how easily you can obtain a business licence. Ordinarily you must live in Jersey continuously for 5 years and gain ‘Entitled for work’ status before you can start a business or work in most jobs. However, there are exceptions to this rule so be sure to read through the guidance notes.
If you are uncertain whether you are likely to be granted a Business Licence, we would strongly advise you to contact the Business Licencing Department directly prior to setting up your Limited company so you don’t incur unnecessary costs.
If you are not resident in Jersey please go to our page ‘Setting up in Jersey as a Non-resident’
You or your accountant/legal professional will need to decide on the shares and shareholding most appropriate for the new limited company (share capital, number of shares and value of each share). You will be asked for details of shares and shareholding as you work through the online process for incorporation.
As the regulator for financial services in Jersey, the JFSC is unable to offer advice in this area. Your accountant or lawyer is best placed to advise you how to structure your shareholding.
What is a Company Memorandum of Association and Articles of Association?
It is a legal requirement that every company must have a Memorandum of Association and an Articles of Association. You can use standard template documents or professionals can create them on your company’s behalf.
The Memorandum of Association and the Articles of Association form a binding contract between the company and its shareholders and need to be signed and witnessed (see note on witnessing) on behalf of each shareholder (there must be at least one shareholder).
The Memorandum of Association is a single document containing the names of the founding members (shareholders/guarantors) of a company who have subscribed their name to the memorandum. Once the members sign this document, this outlines the intention of these ‘Subscribers’ to form and join the company in question.
The Articles of Association is the constitution of a limited company and contain several pages outlining this. This document is very much a company guide and rulebook that outlines the ways in which a company should be structured and managed in relation to the following:
- Decision making
- Members’ rights, duties, and liabilities
- Share capital (issuing and transferring shares)
- Profit distribution
- Director appointment and removal
- Decisions regarding the appointment of a Company Secretary
- Administrative Issues
Where can I obtain a Memorandum of Association and an Articles of Association?
The Memorandum of Association and the Articles of Association form two parts of a legal contract and are normally drawn up by a professional so they can be tailored to meet specific requirements.
The JFSC and Jersey Business do not provide a company Articles of Association. However, the Companies Jersey Law 1991 does provide a company standard Articles of Association as prescribed by The Companies (Standard Table) (Jersey) Order 1992.
You can choose to adopt these standard Articles of Association for your company either in full, in part or as previously explained replace them with Articles tailored to your company’s specific requirement.
If you decide to adopt the standard Articles of Association, you will not be required to upload them to the JFSC portal, but you will be required to upload the ‘Memorandum of Association’ part of the contract.
If you choose to create a company Articles of Association yourself, it is always wise to seek professional assistance to avoid any potential errors in the creation and submission process.
Note: These documents currently do not need to be witnessed.
You will need to obtain a certified proof of ID and address for everyone who is: –
- A beneficial owner (any shareholder holding 10% or more)
- A controller or director of the Company (any individual exercising control over the company through other means, (the FATF interpretation as outlined in section 4 of the AML Handbook)
You will be asked to upload a scanned copy of these documents to the registry during the application.
Once you have all these documents in place, duly signed and certified where applicable, you are then ready to begin the online incorporation process with the JFSC using the steps below as a guide.
Please find below your step by step guide to incorporate a Jersey Limited Company with the Jersey Financial Services Commission
What other licences/registrations might I need to have in place?
Depending on the type of business you are setting up, you may need to register and obtain licences from different authorities such as Environmental Health (food and drink), Judicial Greffier (liquor licences), Child Care Registration etc. etc. Look on our Industry Pages for info on your specific Sector.
Will I be liable to pay GST?
For more information on your options for registering for GST go to GST guidance for your business
Should I register with the Jersey Office of the Information Commissioner?
Yes. You should register with the Jersey Office of the Information Commissioner and comply with Data Protection Law if you use anyone’s personal information, such as names, addresses, phone numbers, email addresses, have CCTV or send marketing material to customers. Registration can be done online, the fee for notifying with the Commissioner is £50 per year. Read about your data protection obligations here.
How much Social Security will I be liable to pay?
If you’ve recently become self-employed and have set up a business, you can apply for a startup rate of Class 2 contributions. This is designed to help you when you’re starting up a new business and you may not earn as much as you did in your previous position. Rather than paying Class 2 contributions on your total income from two years ago, the Startup Plan is designed to offer you a base rate to pay now. It is reviewed on your total income in two years’ time. For more information read Paying Class 2 contributions if you’re setting up a business (Startup Plan)
Who should I contact regarding employing staff?
The Jersey Advisory Conciliatory Service (JACS) offers a free advisory service to help business owners comply with the essential requirements of the Employment Law. Contact them for straightforward, practical advice regarding staff contracts, pay slips etc. and help in developing an essential toolkit of employment documents.
Here is a link to our guide Employing People: The HR Toolkit for Small Businesses which you can download and save for future reference.
How will the Company Income Tax be assessed?
Detailed information can be found on the Company Tax Information
Do I need a Company Bank Account?
You will need to open a Company Business Bank Account when you set up your Company. This step is often mistakenly left until last, but it is important that you speak to your bank to make sure that this facility is available to you before you incorporate your Limited Company. A bank will normally ask to see your business plan and financial forecasts, especially if you are starting a new business
All businesses should have the appropriate insurances in place to ensure the business is protected in the case of a claim, including Employer’s Liability Insurance (a legal requirement) if the Company employs staff. We recommend you speak with your insurance company to discuss your specific requirements and what premium you are likely to pay.
If you are thinking of buying or leasing commercial premises to operate your business from, before making any commitments, please take the time to read through our insightful property tool An Introduction to Jersey Commercial Property for Small Business
Other useful sources of information.