News and Insights

This article forms part of our “Espresso” series on the amendments to the Companies (Jersey) Law 1991, which came into force in June 2026.

One of the key amendments introduced was to simplify the way in which directors must disclose interests in transactions involving a Jersey company.

A director may now give a general notice of disclosure stating that they are interested in a specified entity or connected with a specified person and that they are to be regarded as interested in any future transaction with that entity or person. Provided the notice properly states the nature and extent of the interest or connection, it will amount to sufficient disclosure for those purposes.

The amendments also remove the specific statutory requirement for directors' disclosures to be expressly recorded in the authorisations.
 
The changes bring Jersey closer to the approach under the Companies Act 2006 and removes an unnecessary layer of complexity for routine corporate approvals. However, the availability of a lighter process does not mean it will always be the right approach. Where a conflict is potentially contentious or sensitive, it is often best practice to make a specific disclosure and record it clearly in the relevant board materials.

A clear written record can be valuable protection if the decision-making process is reviewed after the event. The governance issues arising from the Carillion Plc litigation are a reminder that good records and clear disclosure processes remain central to effective board governance.

For trust businesses, the reduction in administrative burden will be welcome. The key will be ensuring that directors, administrators and company secretarial teams understand when a general notice is sufficient, and when a more specific disclosure and minute record should still be made.

Viberts can assist with director training, board procedures and precedent documentation for trading groups, trust companies and other regulated businesses.