News and Insights

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

The amendments introduce greater flexibility in relation to the transfer of shares in Jersey companies.

Previously, a company could generally only register a transfer of shares where an instrument of transfer in writing had been delivered to it. Under the amended Article 42, a company may also register a transfer where the transfer has been carried out in the manner provided for in its articles of association.

This is an important practical change. It means that Jersey companies may now adopt more modern methods of transferring shares, provided those methods are properly set out in their articles. This could include the use of electronic signing platforms, electronic transfer instructions or other agreed procedures which create an appropriate audit trail.

The default position remains that a written instrument of transfer will be required unless the company’s articles provide for an alternative method. Companies wishing to take advantage of the new flexibility should therefore review their articles and consider whether amendments are required.

The amendments may reduce the time, cost and administrative burden associated with share transfers, particularly where shareholders are based in different jurisdictions or where shares are transferred frequently.

The changes may be especially helpful for trust company businesses administering employee benefit trusts, share incentive schemes and other structures involving regular share movements. However, traditional transfer documents and share certificates may still be relevant in some contexts, including secured financing transactions.

Companies should therefore consider whether their articles, internal procedures and transaction documents should be updated to reflect the new flexibility.