Companies incorporated in Jersey are governed by the Companies Law 1991 which is based largely on the English 1948 Companies Act. Jersey companies are limited by shares; there are no forms comparable to those of English companies limited by guarantee or unlimited companies. A private company is any company that is not a public company.
As a result of the introduction of the 'zero/ten' corporate tax reform in January 2009, no new Exempt Companies could be formed in Jersey after June 3, 2008. Exempt companies formed prior to that date are treated as resident for tax purposes, and are charged corporate tax at either 0% or 10%.
Jersey's Companies (Amendment No.8) (Jersey) Law 2006, introduced advances to cell company investment structures.
The legislation permits the creation of cell companies in Jersey and includes innovative features which extend the scope of their use for investment purposes.
Jersey legislators have introduced the concept of an Incorporated Cell Company (ICC), alongside an enhanced version of the traditional Protected Cell Company (PCC), to provide investors with greater flexibility when choosing a cell structure to meet their investment objectives.
The new ICC involves the formation of separate, legally recognised cells within the overall structure, with each cell established as a separate incorporated Jersey company. This is in contrast to the traditional PCC where all the cells combined create one legal entity and each cell is not treated as a separate legal personality. Such structures are commonly used in the insurance sector and by Alternative Investment Funds.
Although Jersey law has its roots in the Norman law (a 'Roman' or 'Civil' law code), the Trusts (Jersey) Law 1984 codified an entirely 'Anglo-Saxon' body of trust law, resolving many uncertainties and increasing protection for beneficiaries. Subsequent amendments included the recognition of 'purpose' trusts in 1996 (the normal form of Jersey trusts is 'discretionary'). This has led to an increase in corporate use of Jersey trusts.
The most significant amendment to the 1984 law came into force on October 27, 2006. This introduced settlor-reserved powers, which provide greater statutory certainty regarding the level of control and influence a settlor may exercise, in appropriate circumstances, over the ongoing administration of assets placed into trust. The powers that may be reserved by the settlor include the power to appoint and remove trustees, to amend or revoke the terms of the trust and to appoint or remove an investment manager or investment adviser. The amendments also permit a trustee to delegate any of his or her trusts or powers if permitted by the terms of the trust. Other amendments include conflict of law provisions which will mean that the validity of a trust governed by Jersey law will not be affected by any rights conferred on anyone under a foreign law, and a proposal that will remove the existing automatic ‘personal guarantor’ provisions for directors of corporate trustees, thereby making it more attractive to establish private trust companies in Jersey.
Jersey is a party to the Hague Convention on the Law Applicable to Trusts and Their Recognition. Jersey trust law explicitly excludes foreign inheritance laws and does not recognise foreign judgements. The creation of a trust is free from Government duty and there are no registration or audit requirements as such in Jersey, although the tax authorities of beneficiaries' jurisdictions (eg the UK) may require annual reports.
Jersey trusts may 'migrate' to other jurisdictions by changing trustees and the applicable law of a trust; likewise, foreign trusts may migrate to Jersey.
A Jersey trust is governed by the law of Jersey. In the case where the beneficiaries of a Jersey trust are nonresident, income arising from sources outside Jersey is not liable to income tax in Jersey, nor are distributions to the beneficiaries. Interest on bank deposits made by the trustees of a nonresident trust is not taxed because of a government concession. The trustees of a nonresident trust are not required to make returns or provide accounts of the trust to the Comptroller of income tax. Trust accounts must be kept but do not require auditing.
The Financial Services (Trust Company Business) (Exemptions Amendment No. 2) (Jersey) Order 2010 came into force partly on November 24, 2010, when the "de minimis" provision was introduced. The remainder of the Order, dealing with the 'Connected Persons' exemption came into force on February 17, 2011.
Jersey has been at the forefront of the offshore banking industry for the last four decades. The Island’s regulator, The Jersey Financial Services Commission, will only authorise the global top 500 banks to establish a presence in the Island and this policy has ensured that only banks of the highest pedigree operate from the Island.
In Jersey there is no capital gains tax, capital transfer tax or purchase tax. The States agreed to introduce a broad-based, 3% Goods and Services Tax (GST) in 2008, with a registration threshold set at GBP300,000 of taxable turnover. This rate increased to 5% from June 1, 2011. The only significant other tax is income tax which is levied on the permanent establishments of persons or 'bodies of persons' which expression includes companies. There are some administrative charges in addition. There are stamp duties on the transfer of immovable property (up to 5%) and individual parishes levy property taxes.
A ‘zero/ten’ tax system for companies has applied from 2009. This was achieved by introducing a standard rate of corporate income tax of 0%, and a special rate of 10% for specified financial services companies, into the Island’s existing schedular tax system. Utility companies, rental income and property development profits continue to be charged at the standard income tax rate of 20%.Print