The Jersey States Assembly has approved a package of amendments to the Companies (Jersey) Law 1991 intended to update Jersey’s corporate framework and maintain alignment with international best practice.
The changes reflect the island’s longstanding policy of maintaining a modern and flexible company law regime while responding to evolving market and regulatory developments.
They are designed to enhance clarity, efficiency and legal certainty for companies, investors and advisers, while preserving the core features that have supported Jersey’s use for cross border structuring, investment funds and private wealth. The amendments aim to ensure the law remains robust, competitive and fit for purpose.
It is expected that the amendments will be adopted in the second quarter of 2026 and could come into force as early as June 2026.
The reforms cover a broad range of areas, including share capital and liquidity management, capital contributions, corporate governance, digital participation in meetings, mergers and schemes of arrangement, and insolvency processes.
Key changes include removal of the cap on the number of shareholders in private companies, elimination of the requirement for authorised share capital for par value companies unless retained in constitutional documents, optional use of share certificates and physical instruments of transfer, and greater flexibility for directors to rectify registers of members where no person is adversely affected.
Further measures include express permission for non share capital contributions, the introduction of optional merger relief provisions based on sections 612 to 615 of the Companies Act 2006, simplified approval and ratification processes for share buybacks and distributions, new rules for broker led repurchases of listed shares, and a default regime allowing non unanimous written shareholder resolutions unless restricted by a company’s articles.
Digital changes will permit internet voting and electronic meeting notices by default, alongside provisions for direct shareholder voting without appointing proxies. Filing requirements will also be reduced for certain special resolutions, and shareholder agreements will not need to be lodged with the Jersey Registry if they include specified priority provisions.
Additional amendments affect listed company audit exemptions, merger approval thresholds, creditor objection rights, summary winding up procedures, court ordered creditor winding up applications and aspects of moratorium protections.
The team at Walkers contributed to the development of the proposals. Kevin McQuillan (pictured), Corporate partner at Walkers said: “These amendments are a sensible and timely update to our company law in Jersey. They improve clarity, efficiency and legal certainty without disturbing the features that make Jersey a leading investment hub. Clients will benefit from a framework that is modern, flexible and aligned with international best practice.”
Simon Hurry, Insolvency & Dispute Resolution partner at Walkers added: “The amendments provide welcome clarification on the winding up of companies and the protection of stakeholder interests. They improve predictability for companies, creditors and shareholders, and support Jersey’s standing as a leading international financial centre.”
