News and Insights

The Companies (Amendment No. 2) (Jersey) Law 2026 comes into force on 1 June 2026, introducing the most material amendments to Jersey company law since 2014 - a time when a pint cost around £3 and Manchester United were still recent Premier League champions. The changes are evolutionary rather than revolutionary.

Their purpose is practical: to modernise the Companies (Jersey) Law 1991, reduce unnecessary administrative friction and remove points of red tape that clients, administrators and lawyers have long found frustrating.

Key changes at a glance

The principal changes include the following:

• Private companies may have more than 30 members without being   treated as public companies.
• Public companies will no longer require a minimum of two members, and one person may form a company.
• Par value companies will no longer need to have an authorised share capital.
• A company may change its name by any method permitted by its articles, rather than only by special resolution.
• Electronic company seals and electronic official seals are expressly recognised.
• Share capital alteration rules are made more flexible, including express provision for share conversions and currency conversions.
• Share transfers may be made by any method permitted by the articles, rather than only by written instrument.
• Companies may rectify errors or omissions in the register of members without making a court application - save costs and stress.
• Share certificate requirements are modernised, including the ability for articles to dispense with certificates or alter signing mechanics.
• Articles may specify what does, and does not, constitute a variation of class rights.
• Redemption, repurchase and treasury share rules are simplified.
• Solvency statement mechanics are clarified.
• Directors’ conflict disclosure rules are updated.
• Director indemnity, insurance and advancement of defence costs provisions are expanded.
• Directors subject to relevant director disqualification sanctions will cease to hold office.
• Shareholder meetings, use of proxies and voting provisions are modernised, including express recognition of electronic participation and direct voting where adopted in the articles.
• Certain shareholder agreements will no longer need to be filed.
• Merger and continuance procedures are streamlined, including the removal of separate class approvals for mergers, the introduction of a £25,000 liquidated-claim threshold for creditor objections and notices, and clarification of legal continuity on migration.
• Summary winding up and creditors’ winding up provisions are updated, including removal of the previous six-month liability distinction.

Administrator 101: practical steps for trust companies

Trust companies should use the amendments as both a precedent-update exercise and an opportunity to train their teams.

The key internal steps are likely to include the following:

• Decide which optional flexibilities the business will adopt as standard, such as electronic share transfers, direct voting, no share certificates, director-led name changes, capital contributions, class rights wording and indemnity or advancement provisions.
• Update onboarding and incorporation processes so that new par value company memoranda do not include authorised share capital unless this is deliberately required.
• Review existing standard articles and decide whether to introduce a new house form of articles for new incorporations and whether to replace the existing articles for existing companies.
• Identify existing administered companies whose articles still refer to the 30-member rule.
• Train services teams on the revised solvency statement requirements, ratification processes, register rectification and directors’ conflicts.
• Train company secretarial teams on electronic transfer mechanics, revised register correction procedures, 14-day registrar notification requirements, new shareholder meeting mechanics and updated filing rules.

Changes to precedents

Viberts can assist with amending and advising on internal precedents, including:

• Standard memoranda for par value companies
• Standard articles
• Share allotment and share capital templates
• Share register rectification procedures
• Share certificate templates
• Redemption resolutions
• Share buyback resolutions and contracts
• Treasury share resolutions
• Distribution resolutions
• Capital reduction resolutions
• Solvency statement templates
• Board minute templates
• Director service agreements
• Member meeting notices
• Proxy forms
• Direct voting forms
• Written resolution templates