RM offers incorporation services and ongoing company management in Jersey. We provide a "Name of your choice" service. Ongoing Registration agency and registered office services are provided for as well as legal advice and support services.

Companies registered in Jersey are subject to a number of general requirements which, whilst not particularly onerous, should be carefully observed. The most important of these requirements are set out below.

Returns to the Registrar of Companies

Before the end of February in each calendar year every company must deliver an annual return to the registrar of companies. The annual return must set out details of the company's share capital, its shareholders and, if it is a public company, its directors. Failure to deliver an annual return by the end of February will result in a late filing fee becoming payable. If no annual return has been delivered by the end of June, the company will be guilty of an offence and liable to a daily default fine.

Resolutions. A printed copy of every:-

• Special resolution;
• Written resolution or agreement which, if passed in general meeting, would not have been effective unless passed as a special resolution;
• Resolution or agreement of all the holders of a class of shares;
• Resolution or agreement which binds all the holders of a class of shares although not agreed to by all of them;

The above must be delivered to the registrar of companies within 21 days of the resolution being passed or agreement entered into.

Rights attaching to shares. If the rights attaching to shares in a public company are not set out in its Memorandum or Articles of Association, the company must deliver a statement to the registrar of companies setting out particulars of the rights within one month of allotment of the shares or variation of the rights attaching to them.

Annual General Meetings

A company must hold its first Annual General Meeting within 18 months of incorporation. Thereafter it must hold an Annual General Meeting in every calendar year. Annual General Meetings of a public company must not be held more than 18 months apart.

Annual General Meetings of a private company must not be held more than 22 months apart. A private company can dispense with the holding of Annual General Meetings if all its shareholders agree to this in writing. Such an agreement will cease to have effect if any member of the company gives notice terminating the agreement, if a new member does not accede to it within 2 months of becoming a member, or if the company ceases to be a private company.

Accounts

Every company must keep accounting records sufficient to show and explain its transactions, to disclose with reasonable accuracy the financial position of the company at any time and to enable the directors to ensure that its annual accounts comply with the requirements of the Companies (Jersey) Law 1991 (" the Companies Law"). It is not necessary that the accounting records be kept in Jersey, but if the accounting records of a public company are kept outside Jersey, returns sufficient to disclose with reasonable accuracy the financial position of the company at any time and to enable the directors to ensure that its annual accounts comply with the requirements of the Companies Law must be kept in Jersey.

Accounts must be prepared at not more than 18 monthly intervals. The accounts must be prepared in accordance with generally accepted accounting principles and must show a true and fair view of the profit or loss of the company for the period and of the state of the company's affairs at the end of the period. The accounts of a public company must be audited. Those of a private company need only be audited if the company's articles of association or a resolution of the company in general meeting require the appointment of auditors. The auditors' report must state whether in the auditors' opinion the accounts have been properly prepared in accordance with the Companies Law and whether a true and fair view is given.

The accounts of a public company must be examined and reported upon by its auditors, approved by its directors, laid before the company in general meeting together with a copy of the auditors' report and delivered to the registrar of companies within seven months of the end of the financial period to which they relate. The accounts of a private company must be examined and reported on by its auditors (if applicable), approved by the company's directors, and, unless the shareholders have by written agreement dispensed with the holding of Annual General Meetings, be laid before the company in general meeting together with a copy of any auditors' report within ten months of the end of the financial period to which they relate.

Dividends

If a company wishes to pay a dividend or make any other distribution of its assets to its members, it may only do so:

• Out of realised profits less realised losses;
• Out of realised revenue profits less realised and unrealised revenue losses where the
• directors reasonably believe that following payment the company will meet the relevant test of solvency laid down in the Companies Law;
• Out of unrealised profits less realised and unrealised losses where the company has approved the payment by special resolution and the directors reasonably believe that following payment the company will meet the relevant test of solvency laid down in the Companies Law;
• Where the directors reasonably believe that following the payment the company will meet the relevant test of solvency laid down in the Companies Law and the company is an open-ended investment company.

References above to profits are to accumulated profits so far as not already distributed or capitalised. References above to losses are to accumulated losses so far as not already written off in a reduction or reorganisation of capital.

Any member who knows or has reasonable grounds for believing that a distribution made to him or her has been made out of assets not available for this purpose, can be required to repay the amount received in full at any time.

Name and Registered Office

Every Jersey company must have its registered office in Jersey. The company's name must be clearly displayed outside its registered office and must also appear on all statements of account, invoices, notices and other official publications and on negotiable instruments and letters of credit signed by or on behalf of the company. Both the company's name and the address of its registered office must appear on its business letters and order forms. If the company's business letters and order forms make any reference to its share capital, the reference must be to the company's paid-up share capital.

Registers

Every company must keep registers containing specified details of its members and of its directors and secretary. Where shares are held by nominees, however, there is no requirement that details of the beneficial owners be entered in the register of members. The register of members may be kept either at the company's registered office or at any other place in Jersey where it is made up. The register of directors and secretary must be kept at the company's registered office. Anyone can ask to inspect a company's register of members and must be allowed to do so on payment of a fee. A private company must make copies of its register of members available on request but a public company need only do so for certain purposes following compliance with certain formalities. Anyone can ask to inspect the register of directors and secretary of a public company or a subsidiary of a public company and must be allowed to do so on payment of a fee, but there is no right for members of the public to inspect the register of directors and secretary of a private company.

A company is a public company if its Memorandum of Association states that it is a public company or if the company had more than 30 members on 30th March 1992. Any other company is a private company but if the number of members of a private company at any time exceeds 30, it will be treated as if it were a public company. When ascertaining the number of a company's members for this purpose, members who are directors, employees or former directors or employees are disregarded.

Share Certificates

Every company must prepare share certificates within two months of the allotment or transfer of any of its shares except where the allotment or transfer is to a nominee of a stock exchange on which the shares are or will be listed.

This document is a brief guide to the subject matter covered, and is not intended to be a detailed or comprehensive statement of the law. It should not be treated as legal advice. Clients are urged to take professional legal and other appropriate advice before pursuing any particular course of action.

Whilst every precaution has been taken to check the accuracy of the information contained in this page, no responsibility can be taken for any inaccuracies contained herein. Please also note that we are not tax advisors. Professional tax advice should always be taken if in doubt.

Copyright © The Raymond Morris Group Limited. 1997. All rights reserved.