Migration of companies into and out of Jersey

The Companies (Jersey) Law 1991 allows a company registered in a foreign jurisdiction to migrate from its home jurisdiction to Jersey provided that the laws of the foreign jurisdiction allow it to do so. Upon a migration into Jersey becoming effective: the property and rights of the company immediately prior to the migration continue in the Jersey company; the company continues to be subject to all criminal and civil liabilities, contracts, debts and other obligations; and all legal proceedings pending may be continued against the company.

The application for migrating a foreign company to Jersey involves the following key actions: (1) the company must adopt articles of association that conform to Jersey law, which are filed with the Registrar of Companies; (2) a statement of solvency must be signed by each director and each proposed director; (3) the particulars of the directors and secretary must be filed (but are not made public); (4) confirmation is required from legal counsel in the foreign jurisdiction that the company may migrate, all necessary authorisations have been given in the foreign jurisdiction to enable the migration to take place and, on continuance in Jersey, the company will cease to be incorporated in the foreign jurisdiction; (5) evidence that creditors will not be unfairly prejudiced must be provided (this may be confirmed by a director of the applicant company); and (6) any other information the Registrar of Companies in Jersey may require.

Potential applicants will also need to consider any other Jersey licensing or regulatory requirements such as the Control of Housing and Work (Jersey) Law 2012. This will typically be relevant only to those companies seeking to conduct a business and engage employees within Jersey. Alternatively, a licence may be required under the Financial Services (Jersey) Law 1998 or the Collective Investment Funds (Jersey) Law 1988…

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