Streamlining of Regulatory Scope in Jersey: The Control of Borrowing (Jersey) Amendment Order 2026

The Control of Borrowing (Jersey) Law 1947 (the COB Law) and the Control of Borrowing (Jersey) Order 1958 (together, COBO) form a long‑standing statutory framework regulating the raising of money and the issue of securities in or from Jersey.

Historically, COBO has required persons to obtain consent from the Jersey Financial Services Commission (JFSC) before undertaking a wide range of corporate, financing and structuring activities, including the establishment of certain entities and the circulation of offers or prospectuses in Jersey.

Over time, COBO consents have evolved into a set of requirements through which regulatory oversight has been exercised in Jersey, with consent conditions often used to impose conduct, disclosure and structural requirements on issuers and vehicles, including where those vehicles were not otherwise subject to a specific regulatory regime.

As part of the Government of Jersey’s Financial Services Competitiveness Programme, a policy decision has been taken to simplify and streamline this framework, moving away from the historic reliance on transactional consents towards a more proportionate, risk‑based and targeted approach to regulation.

The Control of Borrowing (Jersey) Amendment Order 2026 represents the first legislative phase of this programme, reducing the scope of activities requiring COBO consent and paving the way for further reform and the eventual repeal of the COBO framework.

Main CHANGES EFFECTIVE FROM 13 APRIL 2026

Non-Jersey Entities: COBO consents will no longer be required for non-Jersey entities raising money, holding Jersey bank accounts or being registered in Jersey, unless the entity is an investment fund. This will have far-reaching application for groups that wish to appoint an administrator or other service provider in Jersey to provide services or maintain Jersey bank accounts non-Jersey SPVs or other  entities, which will assist with consolidation of servicing arrangements for group structures.

Unit Trusts: A COBO consent will no longer generally be required to establish a Jersey unit trust unless the unit trust is an investment fund. In practical terms, this is expected to benefit typical Jersey Property Unit Trust (JPUT) structures, which are commonly used as non-fund single‑asset vehicles (for example, in property holding/transaction structures). Removing the consent step will assist with speed and efficiency when structuring property deals, which often work on short timescales.

Widening of professional investor regulated scheme (PIRS) and special purpose investment business (SPIB) Exemptions: The concept of a ‘relevant consent’ will be removed from the PIRS and SPIB exemption orders. In practical terms, this should allow the exemptions to be relied on more widely and no longer be tied to entities that historically had to fall within the original COBO consent categories.

This will create welcome additional structuring flexibility for non‑retail investor arrangements, including (i) entities that would be carrying on investment business (for example, advisers and managers) where the relevant exemption conditions are met, and (ii) streamlining the establishment of private wealth and investment vehicles for professional/non‑retail investors, including for example types of managed account, discretionary trust or family office arrangements.

Circulation of Offers by LPs, LLPs and LLCs: A COBO consent will only be required where a non-Jersey issuer circulates an offer to a retail investor in Jersey. This will have significant advantages particularly for institutional fundraising by alternative asset partnerships (which are the most common situations where these types of consent have been required historically).

Circulation of Prospectuses: A COBO consent will only be required where a prospectus is circulated by a non-Jersey issuer to a retail investor.

PRACTICAL IMPACT

The reforms represent a significant and welcome easing of Jersey’s regulatory framework. These changes will substantively reduce regulatory friction for structuring entities in or into Jersey across investment management, funds, cross border marketing and private wealth areas. Groups operating in these areas should review existing and planned structuring to consider simplified structuring solutions.

HOW CAN APPLEBY HELP?

Our expert regulatory and corporate lawyers and advisers advise individuals, companies, funds, partnerships and other entities in relation to their position under the regulatory regime in Jersey and continued compliance with its requirements.

Our legal division works alongside our recently established consulting service, Appleby Regulatory Consulting, led by Nadia Lewis. This integration allows for a more streamlined and holistic approach when considering our clients’ regulatory and compliance needs, enabling us to combine expert legal analysis with ongoing practical implementation and support.