Knowledge

The Companies (Jersey) Amendment Law 2026, which came into force on 1 June 2026, modernises Jersey company law, increases flexibility, simplifies company administration and better aligns Jersey with international standards and digital practice. Its amendments represent the most significant update to Jersey's company legislation since 2014, and it is important that Jersey company directors, advisers and service providers are aware of the changes and update their processes and documentation where appropriate.

This briefing highlights a selection of key changes. For advice on how these and other amendments may affect your corporate structures and how you can benefit, please contact a member of our Jersey Corporate team.

Share capital and shareholder rights

Unlimited authorised share capital for par value companies

Par value companies are no longer required to include a maximum authorised share capital in their memorandum of association (though they may retain a limit voluntarily), providing greater flexibility around equity issuance if required.

Alteration of capital by special resolution

To facilitate capital structuring, companies can now alter their share capital in any way by shareholders' special resolution (except to reduce share capital, which requires compliance with separate rules that have also been simplified). The amendments also expressly permit conversion or redesignation of shares between classes by special resolution.

Variation of class rights

The law expressly allows a company's articles to specify what does and does not amount to a variation of class rights. Also, an improvement of the benefits attaching to one class is no longer automatically deemed to be a variation of the rights of other classes.

Capital contributions

Cash or asset contributions that are not made in consideration of a share issuance are expressly permitted and may be credited (at a value determined by the directors) to any account or reserve other than the nominal capital account. This reflects and codifies existing market practice.

Private and public company status

Abolition of the 30‑member rule

Private companies can have an unlimited number of shareholders without being deemed public solely due to headcount. A company is now only deemed to be public in limited circumstances, including if it has issued a prospectus or its securities trade on certain regulated markets.

Removal of the two-member requirement for public companies

Public companies are no longer required to have at least two members. This aligns Jersey with the UK position.

Share transfers and certificates

Share transfer formalities

Share transfers can be effected by any method permitted under a company's articles, including electronic transfer. A written transfer instrument is no longer mandatory.

Dispensation with share certificates

Companies may dispense with the requirement to issue share certificates if their articles allow it, simplifying administration.

Shareholder meetings and voting

Direct voting and modernised meeting process

Shareholders can cast direct votes if a company's articles allow, removing the need to use proxies. Internet voting and other telecommunication-based voting methods are permitted by default. Electronic notices of meetings are also expressly permitted.

Written shareholder resolutions

By default, written shareholder resolutions may be passed by shareholders holding a specified majority of voting rights unless otherwise provided by a company's articles. Shareholders can also circulate written resolutions themselves, rather than relying on (or requiring) directors to do so.

Buybacks, redemptions and distributions

Simplified buyback process

Buybacks may now be approved by shareholders' ordinary resolution only, with no need for a separate special resolution. Also, private companies can approve buyback programmes, which was previously only possible for a public company.

Nil consideration redemptions or buybacks

A directors' solvency statement is no longer required on the redemption or purchase of fully paid shares for nil consideration. Also, a buyback in these circumstances does not require shareholder approval. This provides a simple process for cancellation of shares if required.

Ratification for defective processes

Where a buyback, redemption or distribution has been effected without the required solvency statement, directors may rectify the position without the need for a court application by issuing a subsequent solvency statement complying with the amended law.

Registers and corporate administration

Register corrections without court approval

Directors may correct errors or omissions in a company's share register without court approval provided that any affected parties provide their consent.

Directors' interests and indemnification

Although directors must still disclose their interests, companies no longer need to record those interests in the minutes of board meetings. It is also possible for directors to ratify a voidable transaction resulting from a director failing to disclose an interest.

The rules relating to the indemnification of directors and other officers have been fully updated and now allow for a wider scope of indemnification.

Filing requirements

It has been clarified that shareholder agreements and similar documents do not need to be publicly filed provided that they contain a statement to the effect that, in the event of a conflict, the agreement will prevail and the articles will be amended.

Schemes and mergers

Schemes of arrangement

The 'headcount test' requiring approval of a majority in number of voting shareholders on members' schemes of arrangement has been removed, allowing schemes to be approved by shareholders based on a percentage of voting rights only.

Mergers

The statutory merger process has been updated. Among other changes, this includes the removal of the requirement to obtain separate class consents to a merger, and a significant increase to the claim value above which a creditor of a company may object to its merger.

Optional merger relief

A new optional merger relief regime, based on the UK Companies Act but adapted for Jersey's no par value system, has been introduced.

Accounts and audit exemptions for listed companies

To avoid duplication, Jersey companies listed on specified regulated exchanges outside the EU and UK, such as those in the USA, Australia and Canada, are now exempt from certain Jersey-specific accounts and audit requirements, leaving them to comply only with those of the foreign exchange.