Policy for Jersey companies where the registered office is not at a trust company service provider
This policy applies to Jersey companies incorporated by Jersey residents which hold a consent under any one of the following provisions of the Control of Borrowing (Jersey) Order 1958 (herein referred to as the COBO consent):
Article 2 (admission to membership of a Jersey body corporate); and Article 5 (continuance of an external body corporate in Jersey).
To be able to discharge its function, the JFSC obtains identification information in order to make a decision on whether to grant or refuse to grant consent. The C2(B) application form, is a starting point for collecting such information. In most cases the information given within the application form, together with the identification documentation, will normally be sufficient for the JFSC’s purpose. On the basis of the information provided, the JFSC is able to issue a COBO consent to the applicant and the consent issued is conditional. The standard COBO consent issued by the Companies Registry at the JFSC is set out below:
"This consent is granted subject to the following conditions:
a) That, subject to the exceptions detailed in paragraphs i) to iv) below, the prior approval of an officer of the JFSC be sought and obtained for any change to the beneficial owner or controller of the Company, including:
b) any issue of shares other than to any beneficial owner (or their nominee) named in the application for consent under Article 2 or 5 of the Order;
c) any transfer of, or granting options over, or any dealing in, the shares by any beneficial owner named in the application for consent under Article 2 or 5 of the Order."
In practice, on any change of beneficial ownership post incorporation of 25% or over, the Registrar reserves the right to re-issue the COBO consent applying additional requirements/conditions. This is particularly important in cases where the beneficial ownership changes from being 100% Jersey resident to non-Jersey ownership (whether mixed or otherwise).
As a matter of course, the JFSC will first question whether the beneficial owner in Jersey is in fact providing a registered office by way of business i.e. they are simply obtaining a fee to provide an address. If this is the case, action may be taken against you under the Financial Services (Jersey) Law 1998.
The Companies Registry at the JFSC will review each application on a case by case basis and may deem it necessary to impose additional conditions. For example, the JFSC may consider it necessary for the company to require either:
a) the use of a trust company service provider to provide a registered office in Jersey; or
b) the appointment of a Class G director to the board of directors (see Article 2(3) and Article 2(4)(b) of the Financial Services (Jersey) Law 1998 as well as Part 2 of Schedule1 of the Financial Services (Financial Service Business) (Jersey) Order 2009).
If applicable, the JFSC will issue a revised COBO consent imposing the relevant condition (relating either to point 6(a) or 6(b) listed above).
Where the company is able to, for example, prove it has a real physical presence in Jersey and/or services are provided in Jersey, the Companies Registry at the JFSC is unlikely to consider it necessary to impose any additional conditions on the COBO consent.
For the avoidance of any doubt, if you are a non-Jersey resident beneficial owner and you have been granted a concession by the Companies Registry at the JFSC, you must follow the identification procedures for local resident companies when applying for prior consent to a change of beneficial ownership.
More information is available in the guidance above.
The JFSC requires this information in order to maintain a first line of defence in relation to the prevention of money laundering and financing of terrorism.