JERSEY
- EXEMPT COMPANY
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Jersey is the largest of the Channel Islands and is approximately one
hundred and sixty kilometers south of England, but only 20 kilometers
from France.
Political
Structure
Since 1066, The Channel Islands have been possessions of the English
Crown, as distinct from colonial and overseas dependencies of the United
Kingdom. Accordingly, the constitutional relationship between the Channel
Islands and the United Kingdom is unique, whereby the respective legislative
assemblies have the exclusive right to legislate on matters of domestic
concern to the Islands (including taxation), whilst the United Kingdom
is responsible for the Island's external affairs. This relationship
has arisen over a period of time through custom and not through specific
constitutional charter; in recent years; however, it has been subject
to considerable scrutiny as a result of which it now appears to be more
firmly established than before.
Type
of Company
Exempt Company.
Exchange
Control
None.
Type
of Law
Common Law.
Principal
Corporate Legalization Companies
Jersey Law, 1991, as amended.
Procedure
to incorporate
By submission of the Memorandum and Articles of Association to the Financial
Services Commission, 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.
Restriction
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 Company A Jersey Company has all the powers of a
natural person.
Language
of Legislation and Corporate Documents English.
Registered
Office Required Yes, must
be maintained in Jersey.
Name
Approval Required Yes,
by formal request to the Financial Services Commission.
Shelf
Companies Available No, due to disclosure requirement
of beneficial ownership and trading activities
Time to Incorporate Usually,
five working days after submission of application to incorporate a company.
Can also be incorporated in two hours as long as the applicant meets
certain criteria, the name is approved and an additional payment of
£200 is paid to the Financial Services Commission.
Name
Restrictions A name that is similar to or identical
to an existing company or registered entity. Names of well-known multi-national
companies, without prior written consent. Names that imply illegal activities.
Names that imply royal or government patronage, either local or foreign.
Suffixes
to Denote Limited Liability A company with limited liability
must end its name with Limited or Ltd or with the French equivalent
Société avec Responsabilité Limitee or SARL.
Disclosure
of Beneficial Ownership to Authorities Yes, before incorporation.
If beneficial ownership changes the Financial Services Commission has
to be informed immediately.
Compliance
Authorized
and Issued Share Capital
The normal authorized share capital is £10,000 or its foreign currency
equivalent, although issued capital may be nominal e.g. £2.00 Stamp
duty is payable on higher amounts of capital.
Classes
of Shares
Permitted Registered shares, preference shares, redeemable shares, non-redeemable
shares and shares with or without voting rights.
Taxation
Exempt Companies are exempted from all forms of Jersey taxation.
Double
Taxation Agreements
Yes, with United Kingdom and Guernsey, but they only apply to resident
individuals and companies.
License
Fees
Exempt companies pay an annual tax exemption fee of £600.
Accounts
Required/Filed
Required for Resident Companies, not for Exempt, although the Financial
Services Commission reserves the right to call for accounts at any time.
Directors
The minimum number of directors required by law is Normally 2; they
must be natural persons. If a company has a sole director, the sole
director cannot be the company secretary. The director may be of any
nationality and need not be resident in Jersey. Normally we recommend
appointing two directors.
Company
Secretary
A company secretary is required who can be a natural person or body
corporate. Can be of any nationality and need not be resident in Jersey
Shareholders
The minimum number of shareholders is Two. However, if the company is
to be a wholly owned subsidiary then only one shareholder is required.
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