map or directions. The Companies Law requires a company to maintain accounting records which are sufficient to show and explain its transactions and disclose with reasonable accuracy the financial position of the company. Although there is a goods and services tax at a rate of 5 per cent, companies beneficially owned outside Jersey which do not supply goods or services in Jersey will generally qualify for “international service entity” status - effectively bringing them outside the scope of the goods and services tax regime provided that a fee is paid each year. If the company will be involved in the provision of banking, insurance, trust, investment or financial services or certain other sensitive activities, detailed information regarding the proposed activities will need to be disclosed and various other licenses may be required. The directors who authorise the redemption or buyback will be required to make a solvency statement in a prescribed form. We are one of the UKâs leading company service â¦ A secretary must be appointed by the board of directors. Why Ocorian in Jersey? Annual accounts are required to be prepared within ten months of the end of the company’s financial year and should be made available to shareholders. It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of a private company in Jersey and it is not intended to be comprehensive in its scope. Vistra can provide a registered office for your company. Why we recommend Northwest Registered Agent A registered office is a legal requirement for all Companies registered at Companies House. This service is aimed at multinational companies that require an address abroad without setting up a physical office themselves. None of the major corporate agents are. Even if a company is a relevant private company, the requirement to hold an AGM can be waived by written agreement of all the shareholders. A no par value company issues shares which are not expressed as having a nominal value. All Guernsey companies must have a registered office in Guernsey at all times, to which all communications and notices may be addressed. Please note:These guidance notes are not intended to be definitive legal advice and should not be relied upon as such. Your solicitor or accountant may also provide this service. Sec. A Jersey company may be exclusively tax resident in a jurisdiction outside Jersey provided that: The exceptions to the standard zero rate are: No stamp duty is payable on the transfer of shares in a Jersey company, and there is no corporation or capital gains tax in Jersey. Ours is the only firm to advise on these five laws. Jersey is a self-governing dependency of the British Crown and does not form part of the United Kingdom. Assist and inform the directors of their obligations such as having to prepare annual financial statements within 10 months of the year end of the company. A guarantee company is one which has only guarantee members. Complete the annual return of shareholders and make all efforts to ensure it is submitted to the JFSC within the appropriate time with the appropriate fee. The accounts must be prepared in accordance with generally accepted accounting principles and specify the accounting principles adopted. COPYRIGHT Â© 2015 - Holl Cameron & Co Limited, Accountancy, Taxation & Advisory Services, Company Formation & Administration Services. If an individual is appointed as NJ registered agent, he or she must be at least 18 years of age. However, if the shares are to be owned by a quoted public company whose shares are listed on a recognised stock exchange, the requirement to disclose ultimate beneficial ownership is dispensed with and, instead, a copy of the latest audited consolidated accounts and report of the directors of the quoted company must be submitted to the Registrar. ... 2 Office Park Court Suite 103 Columbia, South Carolina 29223. If it is expected that further beneficial owners will be introduced within six months of the date of incorporation, details of the proposed arrangements need to be provided to the Registrar. The Annual Return must: Annual Returns are available for inspection by the public. Jersey private companies must have at least one director. Holl, Cameron & Co Limited is registered under Article 15 of the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 as a Schedule 2 business as defined by Article 1 of the Law. The registered office address is: 1st Floor, Liberation Station, Esplanade, St. Helier, JE2 3AS, Jersey. A company's Registered Office Address must also appear on all official documents, including letterheads, invoices, order forms, websites and financial communications. A relevant private company is one where either provision was made in its articles after the coming into force of the Companies (Amendment No. e: [email protected] t: +44 â¦ All members of a public or relevant private company can agree in writing to dispense with the requirement for an AGM. Financial penalties are imposed for late filing of an Annual Return and failure to file could result in the company being struck-off the Companies Register. Information on the Vistra Group, its companies, their registered offices and local regulators can be found on the Vistra website at www.vistra.com. A company is required to file with the Registrar a copy of any special resolution passed by its shareholders. On the issue of shares of a no par value company, the proceeds, whether in the form of cash or otherwise, will be credited to a stated capital account. Its Registered Office address is 2nd Floor, Gaspé House, 66-72 Esplanade, St Helier, Jersey, JE1 1GH. Our registered office services include: the use of a local mailing address and a mail forwarding service. to adopt the Corporate Seal (if one is required), to allot shares to the subscribers and first shareholders and issue the share certificates to approve any share transfers, to approve a secretarial and management agreement to fix a financial year end, to adopt an accounting currency and standards, disclose the names and addresses of the registered shareholders with details of their holdings, disclose the authorised and issued share capital, Alteration to the memorandum of articles of association. The total amount of the initial authorised share capital and the par value of each authorised class of share is stated in the memorandum of association. If all the shareholders entitled to attend and vote at the AGM so agree, an AGM may be held on shorter notice. Where the proposed ultimate beneficial ownership is widely diffuse (that is to say no individual by himself or in concert with any associates will control more than 10% of the shares), the Registrar may be willing to relax the disclosure requirements. Recent industry figures also show that Jersey's banking, funds, private wealth and capital markets activities have continued to improve year on year which serves as affirmation of its long standing international reputation and increasing recognition. It is the official address of the incorporated company and is â¦ The highest rate of corporation tax in that other jurisdiction is 10% or above. The notice period for calling an AGM is 14 days. These members are obliged, on a winding up, to make a contribution to the assets of the company, subject to an agreed guarantee limit. A newly incorporated company will have unrestricted corporate capacity. The number of shares of each class which a no par value company is authorised to issue is stated in the memorandum of association. Sign up to receive updates and newsletters from us. HSCS is able to offer a registered office address and will notify JFSC â¦ These features, coupled with a tax neutral environment, enable Jersey companies to be structured to meet a wide variety of business purposes, from commercial trading and joint ventures to investment holding vehicles. The registered agent must accept legal documents (service of process) during normal business hours. Expertise to support your new or growing organization . A Jersey private company does not need to have directors upon incorporation but cannot function until directors are appointed. An informal indication as to whether a name is likely to be approved can usually be obtained within 24 hours and formal confirmation will be obtained shortly afterwards. A registered agent is also required for a limited liability partnership (LLP) if it does not have an office in New Jersey. This guidance has been produced to remind companies of the requirements for a registered office and, in particular, guidance regarding the use of a PO Box address. Following the registration of the memorandum and articles of association of the company, the Registrar will issue a Certificate of Incorporation and, from the date stated therein, the company comes into existence as a legal person. The AGM need not be held in Jersey. Distributions by a par value company are permitted from any source (other than the capital redemption reserve or the nominal capital account) without the need to obtain either shareholder or Court approval for a reduction of capital. Such adoption will release the person who purported to act on the company’s behalf. Holl, Cameron & Co Limited is a member firm of the Institute of Chartered Accountants in England and Wales (ICAEW). The law does not prevent the incorporation of “hybrid” companies which have guarantor members and shareholders with either par value shares or no par value shares. Record and execute all share transactions updating the share register and issue new share certificates. Mourant Governance Services is an affiliate of Mourant Ozannes, one of the world's leading offshore law firms. The chosen name must not be confusingly similar to any existing company (including a UK registered company) or misleading with regard to the company’s intended activities. Corporate Services are provided by H S Corporate Services Limited (âHSCSâ). income specifically derived from Jersey property rentals or Jersey property development taxed at 20%. Ogier is able to provide standard form memorandum and articles of association for consideration prior to incorporation of a company. The first step, though not compulsory, when incorporating a company is to reserve a proposed company name with the Registrar of Companies (the Registrar) and await formal approval of that name. A par value company can issue shares that have a nominal element (and possibly a premium element). If a name is regarded as similar to an existing company, details will be required by the Registrar as to the reason for the similarity and the existing company’s permission for using the name may need to be obtained. Our global network of offices covers every time zone. The benefits of using a Jersey company in terms of company law provisions and tax treatment are extremely wide but generally include separate legal identity, limited liability for shareholders, ease of transfer of ownership and tax status. This will require each company to carry out an analysis as to what functions need to be carried out in Jersey, which is likely to vary depending on the function and purpose of the company. A New Jersey Registered Agent Service specializes in receiving Service of Process (legal mail) on behalf of your LLC. Share capital may be structured with different rights attaching to different classes of shares, for example: A Jersey company is also permitted to hold its own shares as treasury shares and will not be treated as a member by virtue of holding such shares. They are headquartered in Delaware and Illinois, which means they contract out the duties of registered agent services to third-parties and rely on a slow, costly system of intermediaries to get the job done. The Registered Agent Company we recommend in New Jersey is Northwest Registered Agent ($125 per year). The Island’s special constitutional position has been recognised by the European Union in a protocol (No.3) attached to the United Kingdom’s Act of Accession to the EU. 11) (Jersey) Law 2014 (on 1 August 2014) requiring it to hold an AGM, or such provision was made prior to the coming into force of the law and ratified after its coming into force by special resolution. TMF Group provides the official address of international entities in addition to other available corporate secretarial services as detailed below. There is no minimum authorised or issued share capital requirement under Jersey law. The Companies Law also allows for the incorporation of guarantee companies, unlimited companies and protected cell companies (the latter providing particular flexibility for investment business). While the register of beneficial ownership kept by the Registrar is available to law enforcement agencies and tax authorities on request, it is not publically available. A private company is not required to hold an annual general meeting (AGM), unless it is deemed a relevant private company. CT Corporation has been safeguarding businesses as a professional registered agent since 1892. The directors must make a solvency statement in the prescribed form for any distribution, redemption or buyback. If the shares are to be held in a trust, the name of the trust, the names of the trustees and the name and address of the settlor (or instigator) of the trust must also be disclosed. The Island also levies no annual taxes or charges by reference to a company’s authorised or issued share capital. We provide postal services 6 days a week across Jersey, to the Channel Islands and worldwide. We get straight to the point, managing complexity to get to the essentials. The directors owe a fiduciary duty to the company to act honestly and in good faith with a view to the best interests of the company. Where a person purports to enter into a contract in the name of or on behalf of a company which has not yet been incorporated, the contract will take effect as one entered into by that person, who will be personally liable under it. A private company must maintain registers of shareholders, directors and secretary at its registered office. The Government of Jersey has restated its total commitment to the highest standards of tax transparency and information exchange (which has been proven on many occasions) having signed the FATCA agreement with the United States of America in 2013 and implemented the OECD's Common Reporting Standards (CRS). As noted above, the States of Jersey passed legislation to introduce a general zero rate of income tax with effect from January 2009. A company which uses any of the above may, in setting out or using its name for any purpose under the Companies Law, do so in full or in the abbreviated form. However, the body corporate does not need to be a Jersey Company. The CJL provides that a company may be formed: 1. as a public or private company (save that a company may not be registered as private if it has more than 30 subscribers, unless the Jersey Financial Services Commission is satisfied that by reason of the nature of the companyâs intended activities its affairs may properly be regarded as the domestic concern of its members), and 2. having the liability of all or any of its memberâ¦ The full guidance note can be found here: Registered Office [945kb] Redeemable Shares - may be issued on the basis they will be redeemable in cash at the option of either the shareholder or the company. There can be more than one subscriber and, generally, the memorandum of association is subscribed by two subscribers. It is recommended that a client seeks legal advice on any proposed transaction prior to taking steps to implement it. Special Resolutions of a company are required for the following (although this list is not exhaustive): Shareholders’ resolutions, both special and ordinary, may be passed without a meeting by means of written resolutions signed by all shareholders of the company if not prohibited by the company’s articles of association. There is no need for a private company’s accounts to be audited, unless this requirement is included in its articles of association. Why You Need a Registered Agent in New Jersey New Jersey requires a registered agent for every corporation, limited liability company (LLC), and limited partnership. This may be of benefit where the guarantor members and the shareholders are to have different rights (such as the right to receive dividends or a distribution upon winding up). Draft and present minutes of meetings as appropriate Assist in the drafting of special resolutions, changes in Articles, issuing further shares, appointment of directors etc. HSCS will provide the following services following appointment as company secretary:- Maintain the registers of the shareholders and officers in accordance with legal requirements. From fund administration and establishing a holding company, to private wealth management and corporate administration, we understand every client is unique and so we leave ourselves free to be tailored to your needs. In the ordinary course, the Certificate of Incorporation will be issued within two days of application for incorporation. As regards distributions, however, a no par value company is additionally permitted to make a distribution out of its stated capital account. Most Registered Agent Services in New Jersey cost between $100 and $300 per year. An application for incorporation signed by a person licensed to conduct trust company business pursuant to the Financial Services (Jersey) Law 1998 together with the completed memorandum and articles of association, certain other prescribed information and the appropriate fee (currently £165), is then filed with the Registrar of Companies in Jersey. After incorporation, the Company may within a reasonable time unilaterally adopt the contract and become bound by it as if the contract had been entered into by it after its incorporation. To comply with this statutory requirement, Healy Consultants local business office will be the registered office address for your company. Little secret about registered agent service: most agents arenât actually located in New Jersey. The registered office functions as an official address for a company where statutory communications can be sent or documents served. The Companies Law enables capital to be denominated in any currency and share capital of either par value or no par value shares to be issued in various classes, including redeemable shares. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. A special resolution is one passed by a majority of not less than two-thirds of shareholders or such greater percentage as specified in the articles who vote in person or by proxy at a general meeting of the shareholders of which not less than 14 days’ notice of the special resolution has been given. It is generally most convenient for a Jersey company to be incorporated by shareholders resident in Jersey who are available to attend to all registration formalities. Directors may participate in meetings by electronic means, such as via telephone or video conferencing. 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