Available Jurisdictions


Jersey

Company Registration: The Jersey Private Limited Company

Jersey law is based on Common Law and the relevant governing law for Jersey entities is the Companies Law of 1991 with the most commonly used form of business entity being the resident Private Limited Company (PLC), a limited liability companywhereby the liability of the beneficiaries of the company is limited to the amount, if any, unpaid on their respective shares, in other words the liability of the members is limited up to the amount contributed to the capital of the company.

 

The information below relates to PLC registration procedure and the information & documentation to be provided to our Law Firm by the client in order to register an PLC:

 

 

Company name

A company name that can be a non-English name and must be written in Latin letters.

 

PLCs must have a company name that suffixes to denote limited liability, such as Limited or Avec Responsabilité Limitee or the abbreviations Ltd and s.a.r.l.

 

PLCs cannot have a name that is similar to or identical to an existing company or registered entity.

 

PLCs cannot have names of well-known multi-national companies, without prior written consent.

 

PLCs cannot have names that imply illegal activities.

PLCs cannot have names that imply royal or government patronage, either local or foreign.

 

The use of the word “International” in a name is restricted and is to be used only by companies of stature, trading internationally. In addition the minimum share capital requirement of companies using the word “International” is:

First word of name – £1,000,000
Second word of name – £250,000
Third word of name – £100,000

 

 

Directors, Shareholders, Secretary & Registered Office

Details of beneficial directors and shareholders such as nationality, country of residence, address, profession etc.

 

Scanned and notarized copy of the passport of the directors and beneficiary shareholders.

 

Scanned copy of a recent (not older than 3 months) utility bill, i.e. electricity bill, being proof of residence of the beneficiary shareholders and the directors.

 

The PLC can be registered with one director that can be a natural person or a corporate body and need not be resident of Jersey.

 

The PLC can be registered with one shareholder.

The PLC can be registered with 100% foreign ownership.

 

The PLC can be registered with nominee directors and/or nominee shareholders.

 

The PLC must be incorporated with a registered office.

 

The PLC must be registered with a secretary that can be a natural person or a corporate body.

 

The PLC can hold annual meetings anywhere.

 

The PLC can be subject to re-domiciliation.

 

 

Activity

Any legal activity is allowed and the intended activity for the company must be clearly described.

 

The PLC is not permitted to undertake banking or insurance activities or any other activity that might suggest an association with same, without a license, or undertake investment business other than the investment of the company’s own assets without a license, nor solicits funds from the public nor offer their shares or membership to the public without a license.

 

 

Share Capital

The standard authorized share capital is GBP 10, 000 or the equivalent in another recognizable currency.

 

The standard issued share capital is GBP 1.

 

PLCs may have registered shares, preference shares, redeemable shares and shares with or without voting rights.

 

 

 

Confidentiality

The PLC can be incorporated with nominee directors and/or nominee shareholders.

 

The identity of any director is not publicly accessible.

 

The identity of any beneficiary shareholder is publicly accessible.

 

The identity of any beneficiary shareholder is disclosed to the authorities before incorporation. If beneficial ownership changes the Financial Services Commission has to be informed immediately. If the owner is a trust, details of the settlors, instigators and trustees are required before incorporation. If the owner is a public company, a copy of the latest annual report is required.

 

 

Time schedule & delivery

The incorporation of a PLC will take approximately 10 working days, plus the time to deliver the company via express courier (DHL).

Taxation, DTTs, International Exchange Agreements

Below is an overview of the tax and accounting regulations in Jersey:

Jersey’s 0/10 tax regime was fully implemented as from 1 January 2009. Under the regime, the standard rate of corporate income tax applying to Jersey resident companies or non-Jersey resident companies that have a permanent establishment in Jersey is 0%.

 

A 10% rate applies to certain companies that meet the definition of a “financial services company” and a 20% rate applies to certain companies that meet the definition of a “utility company”. Income derived from the rental or development of Jersey real estate is subject to tax at a 20% rate regardless of the tax rate that applies to the company in general.

 

Jersey resident company is resident in Jersey if it is incorporated in the Island or if its central management and control is in Jersey. A company incorporated in Jersey that meets the following criteria is not, by law, regarded as resident in Jersey: (i) it is managed and controlled in a jurisdiction outside of Jersey; (ii) it is tax resident in that other jurisdiction; and (iii) the highest rate of tax suffered by any company in that other jurisdiction on any part of its income is at least 20%.

Jersey resident companies are taxed on worldwide income; Non-resident companies are taxed only on Jersey-source income (excluding Jersey bank interest).

 

Jersey resident companies are subject to tax on their worldwide income, including income from trading activities and from real estate situated in Jersey or elsewhere. Expenses incurred in the course of generating a company’s income are generally deductible. .

 

There is no withholding tax on dividends paid to residents or non-residents.
There is no withholding tax on interest paid by companies to residents or non-residents.

There is no withholding tax on interest paid by a Jersey bank is not subject. However, under the EU savings directive, a retention tax of 20% is applied to certain payments made to EU resident individuals, unless the individual agrees to an exchange of information. Interest paid by Jersey resident individuals may be subject to a 20% withholding tax in certain circumstances.
There is no withholding tax on royalties paid by companies to residents or non-residents. Royalties paid by Jersey resident individuals may be subject to a 20% withholding tax in certain circumstances.
There is no withholding tax on interest on branch remittance..

Net dividends received are prima facie taxable.

 

The standard rate of 3% VAT applies with some exemptions.

 

There is no holding company tax regime.

There is no capital gains tax.

There is no surtax.

There is no alternative minimum tax.
There is no payroll tax.

There is no transfer tax.

There is no transfer pricing.

There is no thin capitalization rule.
There is no controlled foreign companies rule (CFC).

 

Jersey has a general 3% stamp duty. Furthermore, stamp duty applies at rates ranging from 0% to 3% on the purchase or transfer of Jersey real estate. Currently, no stamp duty is payable on the transfer of shares, including shares in companies which predominantly own Jersey real estate.
Jersey has a real estate tax, based on rate able value, both the owner and occupier of land and buildings within the Island.

Jersey generally provides relief for double taxation by allowing a deduction for foreign tax paid, although an application may be made to the Jersey tax office for a tax credit. Additionally, tax paid in Guernsey and the U.K. may be eligible for a tax credit under the provisions of the relevant tax treaty up to the amount of Jersey tax payable on the income

 

Losses may be carried back 1 year or carried forward indefinitely.

 

Jersey taxpayers may request a private ruling, although the determination is not binding on the tax authorities.

 

Jersey employers are required to make social security contributions of 6.5% of an employee’s salary. An employer is entitled to deduct the social security contributions it makes when completing the corporate income tax return.

 

A general anti-avoidance provision allows the Jersey tax office to raise additional tax assessments where a transaction has been entered into, the main purpose, or one of the main purposes, of which is the avoidance or reduction of Jersey income tax.

 

 

Annual Reporting Requirements

There is an annual obligation to prepare and file accounts to the authorities.

There is no obligation to submit audited accounts to the authorities except under some conditions.

There is an obligation to submit annual returns.

There are no publicly accessible accounts.

Tax returns are generally due within 30 days of the issuance of a notice from the Jersey tax office.

 

Financial statements may be accepted in lieu of tax returns.

In practice, no penalties are levied for the late submission of a company tax return.Any tax outstanding at the beginning of December in the year following the tax year is subject to a one-time 10% surcharge.

Consolidated returns are not permitted. However, as part of the 0/10 regime, a restricted form of group relief has been introduced that allows companies in the same group and that are taxed at the same rate to group relieve losses.

 

 

Double Taxation Treaties & Information Exchange Agreements

The Double tax arrangements have been agreed with the U.K. and Guernsey, and a limited (air and shipping) tax agreement has been concluded with France.

 

Jersey recently entered into tax information exchange agreements with: Denmark, Faroe Islands, Finland, France, Germany, Greenland, Iceland, Netherlands, Norway,
Sweden, the U.K. and the U.S.

Tax-Planning & Business environment

 

Jersey’s 0/10 tax regime was fully implemented as from 1 January 2009. Under the regime, the standard rate of corporate income tax applying to Jersey resident companies or non-Jersey resident companies that have a permanent establishment in Jersey is 0%.

 

A 10% rate applies to certain companies that meet the definition of a “financial services company” and a 20% rate applies to certain companies that meet the definition of a “utility company”. Income derived from the rental or development of Jersey real estate is subject to tax at a 20% rate regardless of the tax rate that applies to the company in general.

 

Jersey resident company is resident in Jersey if it is incorporated in the Island or if its central management and control is in Jersey. A company incorporated in Jersey that meets the following criteria is not, by law, regarded as resident in Jersey: (i) it is managed and controlled in a jurisdiction outside of Jersey; (ii) it is tax resident in that other jurisdiction; and (iii) the highest rate of tax suffered by any company in that other jurisdiction on any part of its income is at least 20%.

Jersey resident companies are taxed on worldwide income; Non-resident companies are taxed only on Jersey-source income (excluding Jersey bank interest).

 

Jersey resident companies are subject to tax on their worldwide income, including income from trading activities and from real estate situated in Jersey or elsewhere. Expenses incurred in the course of generating a company’s income are generally deductible. .

 

There is no withholding tax on dividends paid to residents or non-residents.
There is no withholding tax on interest paid by companies to residents or non-residents.

There is no withholding tax on interest paid by a Jersey bank is not subject. However, under the EU savings directive, a retention tax of 20% is applied to certain payments made to EU resident individuals, unless the individual agrees to an exchange of information. Interest paid by Jersey resident individuals may be subject to a 20% withholding tax in certain circumstances.
There is no withholding tax on royalties paid by companies to residents or non-residents. Royalties paid by Jersey resident individuals may be subject to a 20% withholding tax in certain circumstances.
There is no withholding tax on interest on branch remittance.
Net dividends received are prima facie taxable.

 

The standard rate of 3% VAT applies with some exemptions.

 

There is no holding company tax regime.

There is no capital gains tax.

There is no surtax.

There is no alternative minimum tax.
There is no capital duty.

There is no payroll tax.

There is no transfer tax.

There is no transfer pricing.

There is no thin capitalization rule.
There is no controlled foreign companies rule (CFC).

 

Jersey has a general 3% stamp duty. Furthermore, stamp duty applies at rates ranging from 0% to 3% on the purchase or transfer of Jersey real estate. Currently, no stamp duty is payable on the transfer of shares, including shares in companies which predominantly own Jersey real estate.
Jersey has a real estate tax, based on rate able value, both the owner and occupier of land and buildings within the Island.
Jersey generally provides relief for double taxation by allowing a deduction for foreign tax paid, although an application may be made to the Jersey tax office for a tax credit. Additionally, tax paid in Guernsey and the U.K. may be eligible for a tax credit under the provisions of the relevant tax treaty up to the amount of Jersey tax payable on the income

 

Losses may be carried back 1 year or carried forward indefinitely.

 

 

Business environment

The island of Jersey, one of the Channel Islands between England and France, is a British Crown dependency although in practice it is self-governing. Jersey forms part of the single market but is outside the EU fiscal area.

 

Jersey’s political stability, low taxes and international credibility make it an attractive place in which to do business. The introduction of the new ‘zero/ten’ tax regime on January 1, 2009 also put paid to the exempt company, although non-financial services companies qualify for the 0% corporate tax. Jersey’s 0/10 corporate tax regime may prove to be short-lived, however, due to concerns expressed by the EU that it does not adhere to the ‘spirit’ of the Code of Conduct on Business Taxation.

 

Jersey has a buoyant economy dominated by the finance sector. Unemployment is very low. The political stability in Jersey together with its consistently low tax status and its international reputation as an important financial centre make it an attractive prospect to foreign investors and workers.

 

Jersey’s unique situation with regard to the EU is both strength and a weakness. The island will remain a favored base for holding and trading companies working into the EU, and for e-commerce activity; but it has the European Commission and the OECD to contend with.

Jersey has particularly strong banking, investment fund and trusts sectors, with very well-developed advisory and financial infrastructure.

 

Jersey seems to have emerged from a second wave of attacks by the OECD against offshore secrecy in the wake of the 2008 financial crisis in a strong position, and its commitment to fiscal transparency through new Tax and Information Exchange Agreements and its record as a reputable financial centre should stand it in good stead.

 

In terms of business and communications infrastructure, Jersey offers Western European standards. The business environment is particularly well-attuned to the finance sector as a result of the island’s long-term policy of promoting itself as an international finance centre, accompanied by a well-developed regulatory structure, and careful supervision of incoming finance-sector businesses in order to screen out doubtful operations.