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An email exchange with a Jersey-based lawyer (1)

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From: Samuel Hammond <>
Subject: Re: Incorporating in Jersey
Date: 21 August 20–
To: Ernest Wiseberg <>

Dear Ernest

Thanks for your mail, please see my answers below. Very much hoping that Jersey suits your requirements for incorporation, do let me know if I can be of any further assistance.

Kind regards


>Dear Sam
>Thanks for taking the time to speak to me earlier today. I’ve put together a couple of questions following our discussion, and would be extremely grateful for any information you might be able to give me. I’m still unsure whether to incorporate in Jersey or on the UK mainland, but would like to get things moving by the end of the week.
>Governing Law
>I’m reasonably familiar with parts of the UK Companies Act 2006 having already looked into this following discussions with Albert Larsen – does this act also apply to Jersey?

No. The Companies (Jersey) Law 1991, as amended, and subordinate legislation1 (legislation made by ministers under powers granted to them in acts of parliament) made under it applies.

I’m attaching a copy of our client guide, which outlines the relevant points. It’s worth noting that beyond the tax advantages offered by incorporation in Jersey, there is also much less red tape involved in administering a business registered here. For example, private companies may dispense with the annual general meeting following the unanimous approval of the shareholders, and exempt companies2 are not required to file any form of accounts. Your company would qualify as tax exempt as long as it does not carry out business in Jersey and its beneficial owner does not reside here. However, there are plans to introduce a zero rate of corporation tax next year. If this legislation is passed it will no longer be necessary to ensure exempt company status in order to avoid corporation tax. 

>Capital requirements

>Are there any specific capital requirements?

There are no specific capital requirements for forming a typical private company. It is now possible to have single shareholder companies.

Registered shares may be issued with a par value or with no par value. For new companies, the Memorandum of Association3 will state whether a company is a par value or a no par value company. In the case of a par value company, a minimum price of a share below which the share cannot be issued will be designated in Memorandum.

Shares can be denominated in any currency.

>Nature of registered office
>Can the registered office be a trust company?

The registered office can be a trust company or a lawyer’s or accountant’s office. Hammond Bean would be very pleased to offer you this service, if this would suit your requirements. However, Jersey law does not permit so calledshell, or brass plate, companies (which have no physical presence at their registered office other than a name on the outer door). In recent years the government has toughened its stance on incorporated companies that have no significant assets or operations. Such operations have, in the past, been set up to conceal tax evasion schemes.

>Your help with these questions is very much appreciated, please forward billing details to the address below.

I’m very pleased to be able to help a colleague of Albert’s. He’s put quite a bit of business my way in the past, so I don’t think we need to trouble our accounts department with any unnecessary paperwork for the sake of a few simple questions.

Looking forward to working with you in the future, assuming Jersey suits your needs.

> Ernest

1This term is not used in US jurisdictions. The nearest equivalent is administrative regulations.
2US tax-exempt companies. 
3US Articles of Incorporation

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