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. You will need to do this via the Easy Company Registry. Real Estate Structuring, Acquisitions and Disposals, Corporate and Financial Services Disputes, Real Estate, Infrastructure and Energy Funds, Accounting and Financial Reporting Services, Property law - buying, selling, financing, Offshore relocations – relocating your business, Offshore relocations – relocating your family, To the point: Bringing the Ogier brand to life. a location for the maintenance of statutory corporate or partnership records. 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. Record and execute all share transactions updating the share register and issue new share certificates. Box 820, Trenton, NJ 08625-0820 Telephone: 1(866)-534-7789 The issue of fractional shares is also permitted. Information and public services for the Island of Jersey. In the case of a par value company, monies payable on the redemption or buy back of  shares may be funded from any source (other than the capital redemption reserve or the nominal capital account) including capital. Registered Office Guidance. 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. This briefing has been prepared on the basis of Jersey law and practice as at May 2020. 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. Ordinary shares may be converted into redeemable shares provided a class of non-redeemable shares remains in issue. The Registered Office Group provide Registered Office and Business Mail Address Services for Companies and Businesses Worldwide.. We also provide Private Mail Address services to individuals worldwide.. We can receive all types of business and private mail and small parcels and forward this world-wide. A private company is not required to hold an annual general meeting (AGM), unless it is deemed a relevant private company. We forward mail by Mail Scan & Email; by Post and by Courier 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. We are the only law firm to advise on BVI, Cayman Islands, Guernsey, Jersey and Luxembourg law. Jersey is a self-governing dependency of the British Crown and does not form part of the United Kingdom. The notice period for calling an AGM is 14 days. The AGM need not be held in Jersey. Any correspondence received at the registered office will be opened and forwarded to the relevant director/shareholder for further action. 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. Jersey companies are permitted to have corporate directors provided that the body corporate acting as a director is registered to provide such services pursuant to the Financial Services (Jersey) Law 1998 and does not itself have any directors who are bodies corporate. The number of shares of each class which a no par value company is authorised to issue is stated in the memorandum of association. Find out more here . 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. To comply with this statutory requirement, Healy Consultants local business office will be the registered office address for your company. The provisions set out above for par value companies - both in respect of the redemption or repurchase of shares and the making of distributions - also apply to no par value companies. A secretary must be appointed by the board of directors. The memorandum and articles of association are required to be subscribed by at least one subscriber who agrees to become a shareholder in the company. If you live in Jersey and need help upgrading call the States of Jersey web team on 440099. gov.je. All UK registered Limited Companies (LTD) and Limited Liability Partnerships (LLP) can use our address for privacy. the fact that there is no limit on the number of shares the company may issue (for a no par value company); the number of shares of each class that the company is authorised to issue (for a par value company); the amount which each member undertakes to contribute to the assets of the company upon winding up (for a guarantee company);  or. 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. 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. 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. There is no need for a private company’s accounts to be audited, unless this requirement is included in its articles of association. Mourant Governance Services is an affiliate of Mourant Ozannes, one of the world's leading offshore law firms. Sign up to receive updates and newsletters from us. Why we recommend Northwest Registered Agent New Jersey Secretary of State Business Portal Address: Department of State, Business Action Center, P.O. 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. ... 2 Office Park Court Suite 103 Columbia, South Carolina 29223. The directors must make a solvency statement in the prescribed form for any distribution, redemption or buyback. NJ registered agents must maintain a registered office (a physical address in New Jersey). Second Floor Charles Bisson House 30-32 New Street St. Helier Jersey JE1 8FT Channel Islands. A par value company can issue shares that have a nominal element (and possibly a premium element). 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. IQ EQ Fund Services (Jersey) Limited IQ EQ Fund Services (Jersey) Limited is a limited company incorporated and registered in Jersey, Channel Islands (registered number 65587). It is recommended that a client seeks legal advice on any proposed transaction prior to takin… We provide postal services 6 days a week across Jersey, to the Channel Islands and worldwide. 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. Non-voting shares are allowed and proportional voting structures may be achieved by the use of weighted voting rights. 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. certification and notarisation of … 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. A company’s statutory records must be kept at the registered office address and the register of members can be inspected by members of the Public having given due notice and paid a fee. Nobody offers more reliable registered agent service in New Jersey or a more affordable price. 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. This client briefing has been prepared for clients and professional associates of Ogier. If you require specific information about incorporating a company in Jersey or professional advice in respect of your particular circumstances or the services we are able to provide, please contact any of the contacts listed on the side of this briefing. income specifically derived from Jersey property rentals or Jersey property development taxed at 20%. Investigate Registered Agent Services ... New Jersey 08628. Box or mailbox service is almost never allowed since the agent must personally sign for your document. The key governing legislation in Jersey is the Companies (Jersey) Law 1991 (the “CJL”). In the ordinary course, the Certificate of Incorporation will be issued within two days of application for incorporation. Submit your annual return / annual confirmation statement. The identity of the ultimate beneficial owners of holdings of more than 10% of the shares in a Jersey company needs to be disclosed on a confidential basis to the Registrar on incorporation. [COVID19: Our Jersey office is currently closed but please note that service to clients is uninterrupted. 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. Small Firms Services have been providing Virtual Office Services and Company Formations since 1998. There is no minimum authorised or issued share capital requirement under Jersey law. From 1 January 2019 the new proposed requirements for an economic substance test for Jersey tax-resident entities applies. The highest rate of corporation tax in that other jurisdiction is 10% or above. The state of New Jersey's official Web site is the gateway to NJ information and services for residents, visitors, and businesses. Please note:These guidance notes are not intended to be definitive legal advice and should not be relied upon as such. There can be more than one subscriber and, generally, the memorandum of association is subscribed by two subscribers. Sec. By constitutional convention established over some 900 years, the Island has complete autonomy in all matters of internal government, including taxation. Ogier is able to provide standard form memorandum and articles of association for consideration prior to incorporation of a company. The memorandum of association contains the constitution of the company and, amongst other things, sets out the company’s name, a statement as to its corporate capacity and details of the following, where applicable: Upon incorporation, the memorandum and articles of association constitute a contract which binds the company and its shareholders. The registered office address is: 1st Floor, Liberation Station, Esplanade, St. Helier, JE2 3AS, Jersey. How Do I Change My New Jersey Registered Agent? HSCS will provide the following services following appointment as company secretary:- Maintain the registers of the shareholders and officers in accordance with legal requirements. A newly incorporated company will have unrestricted corporate capacity. 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. 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). 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. A register of directors must be maintained at the registered office which is open to inspection by the shareholders and the Registrar but, in the case of private companies, such information is not a matter of public record. The Companies (Jersey) Law 1991 (the Companies Law) is a comprehensive modern statute governing all aspects of the formation and administration of private companies in Jersey. The shares that are issued by an unlimited company are called unlimited shares. If an individual is appointed as NJ registered agent, he or she must be at least 18 years of age. 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. A P.O. Notify us if you change your registered office. The new substance requirements were implemented to meet the requirements of the EU Code of Conduct Group and establish new tests for certain tax resident companies carrying on "relevant activities" in respect of demonstrating that they are "directed and managed" in Jersey, and that their "core income generating activities" are undertaken here. The name of a private Jersey company should end with ‘Limited’, ‘Ltd’, ‘avec responsabilité limitée’ or ‘a.r.l.’. We get straight to the point, managing complexity to get to the essentials. 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. Why Ocorian in Jersey? preparation and submission of annual returns, as directed. In doing so, Jersey became one of only a few jurisdictions internationally to adopt the FATCA standards and full CRS rules which further affirms Jersey's commitment to its international cooperation obligations. Jersey Post is the the island of Jersey's trusted letter and parcel delivery service. All members of a public or relevant private company can agree in writing to dispense with the requirement for an AGM. 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). Our low-cost Registered Office Address service includes free mail forwarding or scanning and emailing of all official mail. 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 company’s 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 member… 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. Our registered office services include: the use of a local mailing address and a mail forwarding service. ‘’HSCS’’ is regulated by the Jersey Financial Services Commission for the conduct of Trust and Company business. A special resolution must be filed with the Registrar within 21 days of being passed and there are fixed penalties for late filing. A New Jersey Registered Agent Service specializes in receiving Service of Process (legal mail) on behalf of your LLC. 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. The street address, called the registered office, must be a physical address in New Jersey. Registered Office £19 per Year; Business or Personal Mail Address with Mail Forwarding World-wide from £19 per Year. If the statutory records are not held at the registered office then the address at which they are held is notified to the JFSC. The Companies Law confirms that the Certificate of Incorporation is conclusive evidence of the valid incorporation of the company. the fact that there is no limit on the liability of the company's members (for an unlimited company). 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. All official documents from the state will be sent to the New Jersey resident agent’s address. Jersey Registry holds and updates nine registers including Jersey companies, business names, foundations, trademarks and security interests. 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. Periodic review and liaison with the directors of the company regarding corporate governance, ensuring full minutes are maintained. Most Registered Agent Services in New Jersey cost between $100 and $300 per year. None of the major corporate agents are. 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. A guarantee company is one which has only guarantee members. Its Registered Office address is 2nd Floor, Gaspé House, 66-72 Esplanade, St Helier, Jersey, JE1 1GH. A company is required to file with the Registrar a copy of any special resolution passed by its shareholders. Regulated entity Registered number Regulatory declaration Registered office address; Ocorian Fund Services (Isle of Man) Limited: 113998C: Ocorian is a regulated business name of Ocorian Fund Services (Isle of Man) Limited, licensed by the Isle of Man Financial Services Authority to provide Collective Investment Schemes and Corporate services. Directors may participate in meetings by electronic means, such as via telephone or video conferencing. 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. An unlimited company is one which has shares in issue and no guarantee members. A public company is required to hold an AGM each year and its first AGM shall be held within 18 months of incorporation. A Jersey private company does not need to have directors upon incorporation but cannot function until directors are appointed. These members are obliged, on a winding up, to make a contribution to the assets of the company, subject to an agreed guarantee limit. This briefing has been prepared for the assistance of clients considering incorporating a private company under the laws of Jersey. 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