News and Insights
9 August 2023
A company may be listed as “inactive” on the Jersey Companies Registry for the following reasons:
1) “struck-off” by the Jersey Companies Registry due to a failure to submit its annual confirmation statements and pay its annual filing fees; or
2) dissolved following a winding up or désastre (bankruptcy) proceedings; or
3) voluntarily dissolved by the shareholders of the company.
What are the consequences of a company being removed?
When a Jersey company is no longer “active” on the Jersey Companies Registry, it no longer exists and has lost its legal personality. This means the company cannot trade, sell its property or enter into any other transaction or document. The company is effectively “dead”.
If the company is to “do” anything or if the shares in the company are intended to be sold, then the company must first be reinstated.
In addition, being associated with a struck-off company may be seen as a “black mark” by the Jersey Companies Registry and directors in particular may desire to promptly take action to rectify the situation once they become aware of it.
Step by step guide to a Jersey reinstatement application
A company can be reinstated by way of an application to the Jersey Royal Court. The application can be broken down into the following six steps:
Step 1: Check when the company was dissolved
The law provides that it is only possible to apply to reinstate a company within 10 years of its dissolution/striking off date.
The effect of a successful application is to bring the company “back to life” with the Royal Court making an order declaring the company’s dissolution void and placing the company and all other persons in the same position (as nearly as is possible) as if the company had not been dissolved, meaning:
§ the company’s legal personality will be restored;
§ the company will be able to resume its business activities; and
§ all assets (including property) and liabilities which the company had on the day it was dissolved/struck-off will be reinstated.
If the dissolution/striking off date is more than 10 years ago, it will not be possible to apply to reinstate the company, with its assets having vested bona vacantia in the Crown. It is possible, however, to apply to His Majesty’s Receiver General in Jersey for the return of a specific asset or property.
Step 2: Who can make the application to reinstate the company?
· a shareholder, this can be a nominee shareholder or beneficial owner;
· a director;
· the company secretary;
· the liquidator of the company; or
· a creditor of the company.
Usually, the applicant will instruct a law firm to make the application on their behalf, however, it is possible for that person to make the application themselves.
Step 3: Prepare the draft representation and affidavit for the application
The representation to the Royal Court will explain what the company’s activities were at the time of dissolution, why the company was dissolved and what the applicant intends to do with the company once it is reinstated.
Step 4: Obtain letters of no objection to the reinstatement
The Royal Court requires that the applicant receives letters from the Jersey Companies Registry and Revenue Jersey stating that they have no objection to the reinstatement.
Revenue Jersey will require all outstanding tax to be paid and tax returns to be filed.
The Jersey Companies Registry will require all outstanding annual filings and documents to be submitted and will carry out due diligence on the company and its associated parties. An application fee will be payable.
Step 5: Submit the Royal Court application
The required paperwork must be submitted to the Royal Court; stamp duty is payable on the application.
The decision usually comes through within 3 weeks.
Step 6: File the Court Order
If successful, the Jersey Companies Registry must be informed of the Royal Court’s approval.
Should you have any queries or be looking for assistance with reinstating your company, please contact the Viberts' Corporate Department on 01534 632 255 or Corporate@viberts.com.