First Major Update of Jersey Companies Law since 2014 Simplifies and Enhances the Jersey Company
The States of Jersey adopted Companies (Amendment No 12) (Jersey) Law 202_ (Amendment No 12) on 21 January 2026. CJL 1991 has not been amended by primary legislation since 2014 and Amendment No 12 is an extensive package of modifications to CJL 1991 which enhance the ease of use of Jersey companies and will be welcomed by clients and their advisers.
Many of the amendments are “quality of life” enhancements which will be welcomed by industry and users of Jersey companies and their advisors. In light of the extent of the changes and the technical nature of many of the simplifications and improvements, this briefing highlights some of the more significant changes:
- Schemes of Arrangement are streamlined by the abolition of the head count test for shareholder schemes;
- Simplification of aspects of the company merger regime;
- Amending provisions in relation to the transfer of shares to allow shares to be transferred by electronic or other means specified in the articles of the relevant company;
- Removing provisions which treat companies with more than 30 members as public companies, reducing complexity and expense for management incentivisation and similar structures;
- Introduction of optional merger relief provisions which are intended to mirror equivalent provisions in the Companies Act 2006, but are opt in for Jersey companies;
- Modernisation of provisions in relation to the administration of meetings to reflect the variety of way in which modern companies organise meetings and voting, including the introduction of provisions in relation to direct voting by shareholders;
- Statutory clarification of the circumstances in which shareholders agreements and similar documents require registration;
- Removing the cap on authorised share capital; and
- Amendments of the qualification requirements for appointment of auditors in relation to listed companies to allow the appointment of a single auditor in relation to companies listed in approved jurisdictions, reducing duplication of audit work and streamlining time and costs.
Amendment No. 12 is expected to come into force on 01 June 2026 and the above list is just a small sample of the extensive changes which have been approved.
Appleby partners have been part of the industry group working extensively with Jersey Finance, Government of Jersey and the Jersey Financial Services Commission in relation to the modernisation and streamlining of Jersey’s companies law.
Please reach out to your usual Appleby contact.
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