Key amendments to Jersey's Companies Law

Set out below is a summary of the key changes.

Share capital and contributions

Companies with par value shares are no longer required to state authorised share capital in their memorandum of association. A new ability to make capital contributions (added to any account or reserve other than the nominal capital account) has been introduced, and the process for converting shares, including currency conversions, has been expanded and clarified.

Redemptions and repurchases

The requirement that shares be fully paid before redemption has been removed, as has the requirement for a class of non-redeemable shares to be in issue. A new ratification process allows redemptions or repurchases to be validated where a solvency statement was inadvertently omitted. Shareholder approval for repurchases is no longer required where the repurchase involves subsidiary shares or is for nil consideration.

Capital reductions and distributions

Capital reductions now take effect immediately upon the passing of the special resolution, rather than upon filing with the registry. Ratification of unlawful distributions may now be achieved without a court application.

Share transfers and certificates

Articles of association may now provide for a method of transferring shares that does not require a traditional share transfer form or written instrument, paving the way for electronic transfers of non-market traded shares. Share certificates are confirmed not to be required as a matter of law, and members may waive their right to receive one (although share certificates remain relevant for financing transactions involving Jersey share security).

Class rights

A variation that increases a benefit to a share class will no longer constitute a variation of class rights. Articles may now specify what does and does not constitute a variation.

Shareholder meetings and voting

The amendments codify the ability to hold shareholder meetings via electronic or other communication facilities, and introduce a new direct voting facility allowing shareholders to cast votes by submitting a form rather than attending in person or appointing a proxy, where the articles permit.

Filing of shareholders’agreements

The requirement to publicly file shareholders' agreements that conflict with the articles has been removed, provided the agreement contains a clause stipulating that it prevails and the articles will be amended.

Private vs. public company classification

The "30 member rule" has been abolished. A private company will only be deemed public if it circulates a prospectus or is a market-traded company.

Group reorganisations - Merger relief

A new optional merger relief regime, based on the corresponding UK provisions, has been enacted to assist groups restructuring their shareholdings without encountering share premium complications.

Directors' duties, indemnification and disqualification

Companies now have broader authority to indemnify directors across civil, criminal, administrative and investigative proceedings, and may advance funds for legal expenses subject to a repayment undertaking. New disqualification provisions allow directors to be removed from office if subject to director disqualification sanctions, including those imposed under UK legislation.

Listed companies and audit requirements

Overseas listed companies are no longer required to file audited accounts complying with Jersey law if equivalently regulated and admitted to trading on a relevant regulated market, eliminating an unnecessary double audit burden.

Schemes of arrangement

The "headcount test" for shareholder schemes of arrangement has been abolished. Shareholders voting in favour are no longer required to represent a majority in number (only value). The test is retained for creditor schemes.

Mergers and migrations

Shareholders no longer need to receive consideration for a merger if their shares are not converted into shares of the merged body. The creditor objection threshold has been raised from £5,000 to £25,000 (liquidated claims only). For migrations, if there are no known creditors, notice is no longer required.

Winding up

A company being wound up summarily may now transfer assets to another person (other than an individual) in exchange for shares, debt instruments, securities or other similar interests.

Other general provisions

A company may now change its name by resolution of the directors (if authorised in the articles), taking effect immediately. Electronic seals have been clarified, and share register rectifications no longer require a court application where no person is adversely affected.

What should you do now?

Boards, investors and advisers should review their articles of association, shareholder arrangements and transaction checklists ahead of 1 June 2026 to take advantage of the new flexibility from day one. Our Jersey Corporate team would be happy to assist you in reviewing your existing structures and advising on any updates required.