Jersey

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> General Information
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Key Corporate Features

General Information

Jersey and the other Channel Islands represent the last remnants of the medieval Dukedom of Normandy that held sway in both France and England. These islands were the only British soil occupied by German troops in World War II. Jersey is a British crown dependency, but is not part of the UK. However, the UK Government is constitutionally responsible for its defense and international representation.

Jersey is the largest of the Channel Islands and is approximately one hundred and sixty kilometres south of England, but only 20 kilometres from France. The population of Jersey is approximately 91,000 and effective immigration controls exist to restrict future growth.

Whilst the financial services sector provides Jersey's main source of income, the tourist industry continues to be important. English is used in all aspects of the financial and commercial activities of the Island. However, French remains the official language of the Royal Court of Jersey. Currency The Jersey Pound is on par with the UK Pound. The Island issues its own notes and coinage that are freely interchangeable with the UK Pound. There is no exchange control.

The commercial law is largely based on English Common Law, with many French features. The principal corporate legislation is the Companies Jersey Law, 1991, as amended.

Company Information

The type of company for international trade and investmentis the exempt company.

This is the incorporation procedure: 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.

The following restrictions on trading apply: 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. A Jersey company has all the powers of a natural person.

Language of Legislation and Corporate Documents is English. A registered office is required and must be maintained in Jersey.

The time scale to incorporate is usually about five working days after submission of application to incorporate a company. It 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. Fast track incorporations received after 3 pm will be completed by 10 am the following day.

The following name restrictions apply: 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.

The following names or their derivatives require consent or licence: Jersey, bank, building society, savings, loans, insurance, assurance, reinsurance, building society, Chamber of Commerce, council, co-operative, trust, trustees, finance, international or their foreign language equivalent.

The name of a Jersey registered company can be in any language using the Latin alphabet as long as the authorities are advised of the meaning on the name application form. The name application will then be granted, or otherwise, under the current guidelines regarding the use of certain words.

A company with limited liability must end its name with Limited or Ltd. or with the French equivalent Societe avec Responsabilite Limitee or SARL.

There is disclosure of beneficial ownership to government authorities before incorporation. If beneficial ownership changes the Financial Services Commission has to be informed immediately.

Compliance

The normal authorised share capital is £ 10.000 or its foreign currency equivalent, although issued capital may be nominal e.g. £ 2. Stamp duty is payable on higher amounts of capital.

The minimum issued capital equal to the value of the shares issued to the subscribers, normally two shares of £ 1 paid or its foreign currency equivalent. All issued shares must be paid in full in cash.

The following classes of shares are permitted: registered shares, preference shares, redeemable shares, non-redeemable shares and shares with or without voting rights. Exempt Companies are exempted from all forms of Jersey taxation. Resident Jersey companies pay income tax at a rate of 20% on world-wide income.

There are double taxation agreements with United Kingdom and Guernsey, but they only apply to resident individuals and companies. Exempt companies pay an annual tax exemption fee of £ 600. Financial statements are required for resident companies, not for Exempt, although the Financial Services Commission reserves the right to call for accounts at any time.

The minimum number of directors required by law is one; 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.

A company secretary is required who can be a natural person or body corporate. He can be of any nationality and need not be resident in Jersey. The minimum number of shareholders is normally two. However, if the company is to be a wholly owned subsidiary then only one shareholder is required.

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