The Channel Islands each have their own unique advantages when it comes to offshore company incorporation. Jersey is an independent and self-governing country. It has a long-held reputation for political stability and high degree of respectability. As with Guernsey and The Isle of Man, Jersey is not actually part of the UK, however by virtue of the Treaty of Accession entered into with the United Kingdom, it is associated with the EU, which makes Jersey an attractive proposition for those looking to do business in Europe.
Jersey is renowned worldwide as a safe place to do business. Its independent government work hard to ensure that companies incorporated in Jersey enjoy favourable treatment.
A summary of Jersey Corporate Taxes is available here.
What makes Jersey so attractive?
Zero tax on income – All Jersey ‘exempt’ (non-resident) companies will pay 0% corporate tax unless they are:
Rental and property development companies, which pay a 20% tax rate
Utility companies (i.e. gas, electricity, water, etc.) pay a 20% tax rate
Financial services providers (i.e. banks, financial services companies, trusts, etc.) pay a 10% tax rate.
Resident companies, on the other hand, pay corporate tax at 20% on income, no matter where in the world it was derived.
Low goods and services tax – The Jersey Goods and Services Tax (GST) is a sales tax on services and goods consumed in Jersey, no matter where they have been purchased from. The current rate is 5%.
Low capitalisation cost – Some offshore jurisdictions require a large share capital to be paid up at the time of incorporation, adding to the incorporation cost. Jersey companies require only £1 share capital to be issued.
No distinction between private and public companies – As there is no recognised difference between private and public companies, meaning any Jersey company limited by shares may offer their securities to the public.
Quick company incorporation – A new Jersey company can be incorporated in around five days of submission.
What is required to form a Company in Jersey?
Company structure – The number and residency of officers and members are subject to business activities.
Selection of a company name – Jersey has many requirements for the suitability of a company name, all of which must be considered at the time of incorporation. Company names must be unique; they cannot resemble names of existing companies or other legal entities.
– Company names that imply royal or government of any country must have written consent, as must any names that include well known multi-national company associations. Companies may only include the word ‘international’ if they do indeed trade internationally and no company name will be permitted if it implies illegal activities.
– Acceptable company names may be in any language that uses the Latin alphabet, as long as they can be adequately translated into English. This translation must be submitted with the incorporation application.
– Any names including terms such as bank, loan, finance, trust, trustee, Jersey, assurance, insurance, council, savings, building society, co-operative require a license before they will be permitted. Lastly, all Limited Liability Company names must include the word ‘Limited’, ‘société à responsabilité limitée’ or the abbreviations ‘Ltd’ or ‘SARL’.
Registered office – The Company’s registered address must be in Jersey and must not be a PO Box. All official documentation will be sent to this address.
Meet the anti-money laundering requirements – In order to meet our client due diligence requirements under EU Anti Money Laundering legislation you will need to provide a certified copy of the passport and current utility bill of each of the directors and shareholders. This is required in all circumstances, even if you choose to use our Nominee Service.
What are the anti-money laundering requirements in Jersey?
In order to meet our client due diligence requirements under EU Anti Money Laundering legislation you will need to provide a certified copy of the passport and current utility bill of each of the directors and shareholders. This is required in all circumstances, even if you choose to use our Nominee Service.
What documents will I receive following the formation of the Company?
Once the company has been formed, you will be issued with the certificate of incorporation, memorandum and articles of association, Share certificates and all other company documents as required by law. These documents can then be used to open a bank account for the company and must be maintained to record any changes to the company.
What are the annual requirements in Jersey?
Renewal : In Jersey the renewal of the company takes place in January every year regardless of when the company was incorporated. We will automatically remind you of this.
Annual general meeting : AGMs can be indefinitely waived for Jersey incorporations.
Annual return : An annual return, known as an annual validation is required for all Jersey Companies.
Financial statements : Exempt Jersey companies are not required to file annual financial statements with the Jersey authorities.
What are the main types of Non-cellular Companies available in Jersey?
A company limited by shares : the most familiar type of company, a company limited by shares has a share capital and its members (shareholders) have limited liability whereby any liability for the company’s debts is limited to the amount (if any) unpaid on the shares held
A company limited by guarantee (LBG) : an LBG can, but does not have to, have a share capital. Liability for the LBG’s debts is also limited but in the case of an LBG, liability is limited to the guaranteed amount made by its guarantee members, i.e. the amount a guarantee member has agreed to contribute to the assets of the LBG in the event of its winding up (which continues for one year after ceasing to be a member)
An unlimited liability company : similar to an LBG, an unlimited liability company can have a share capital (but does not have to). The liability of its members is however unlimited both while a member of the company and for one year after ceasing to be a member
A mixed liability company : a mixed liability company gives the option of having a share capital (if preferred) and a variety of different types of members, eg guarantee members, unlimited members and shareholders (if it has share capital). Members’ liability can be prescribed by the company’s memorandum and articles of incorporation or, in the absence of such, members’ liability will be joint and several to the maximum extent of their liability
What are the main types of Cellular Companies available in Jersey?
A Protected Cell Company with Limited Liability (PCC) : a PCC is a company which has has a non-cellular core and separate cells. It is a single legal person; however the protected cells (a cell) are not (although each cell must have its own name or designation and have its own cell capital). Assets in a PCC are either ‘cellular’, ie attributable to a particular cell or ‘non-cellular’, ie core assets. Subject to certain exceptions, the assets of one cell are not available to shareholders or creditors of another cell, or to shareholders or creditors of the core. Assets held by the PCC which are not distinctly held by a particular cell are deemed to be assets of the core.
An incorporated cell company with limited liability (ICC) : an ICC is a company with the ability to create its own incorporated cells (IC) as part of its corporate structure for the purpose of segregating and protecting the assets of the incorporated cells. An ICC is based on the same principles as a PCC in that an ICC may comprise any number of ICs however, unlike a protected cell of a PCC, an IC is a single legal person separate from its ICC with many of the attributes of a non-cellular company.
What is the regulatory environment like in Jersey?
With a flexible regulatory environment, Jersey offers a multitude of vehicles including cellular and non-cellular corporations, partnerships, limited partnerships, limited liability partnerships, unit trusts, trusts and foundations. There are also proposals to introduce limited liability companies (LLCs), a flexible hybrid structure combing the features of a company and a partnership.
How easy is it to close a Jersey company?
Please contact us in order to discuss closing your company in Jersey.
How fast can I incorporate a Company in Jersey?
The incorporation process can be made in around 10 days.
What about banking facilities in Jersey?
Jersey is an important regional investment centre and has developed sophisticated international banking facilities to support it. Many major international banks have branches here, together with local commercial banks and the financial system.
For assistance with opening a bank account in Jersey, please contact us.