About foundations
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Features / business structure |
Required roles |
Legislation |
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Charter Regulations |
Beneficial owners Controllers Qualified member / person Council member Guardian Founder Beneficiary Nominated person |
Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 |
The Foundations (Jersey) Law 2009 is the primary legislation governing the formation, administration and dissolution of Jersey foundations.
A Jersey foundation is a separate legal person. This means it can act and be party to legal proceedings in its own name. Foundations have features of both a company and a trust.
You can create a foundation for the benefit of a person or class of persons, or for a specific purpose, or both. The purpose can be charitable or non-charitable, or both. A foundation cannot directly acquire, hold, or dispose of Jersey immovable property. It cannot engage in commercial trading activity unless it is incidental to its objects.
A foundation may be set up for a fixed term, for example, 20 years, or until a certain event. It would be wound up and dissolved after the event or the fixed period of time.
How to set up a Jersey foundation
Foundation incorporation applications can only be made by a ‘qualified person’, who is registered with the JFSC to provide foundation formation services.
However a founder of the foundation can instruct the qualified person to apply on the founder’s behalf.
Our guidance on incorporating a foundation takes you through each stage of the process and tell you what information you need to provide.
You are required to provide information on the proposed foundation, the activities and associated parties. Consideration is given to:
the need to protect the integrity of the island in commercial and financial matters
the need to protect against money laundering, terrorist financing and the proliferation of weapons of mass destruction
the best economic interests of the island
Each foundation must have a charter which confirms the following details:
the name of the foundation
its objectives
the name and address of the first council members
its endowment (if there is one)
information regarding winding up, dissolution and the term of the foundation
Regulations
Every foundation must have a set of regulations to:
establish a council
provide for the retirement, appointment, removal and remuneration of the council members and guardian
set out how decisions are to be made by the council
set out what decisions (if any) need approval from a separate person and that person’s identity
Abridged regulations
The foundation must provide us with abridged regulations which do not need to include names or any information that would identify a person.
Fees
You will need to pay fees to register a foundation in Jersey.
Required roles
Beneficial owners and controllers
Any individual who ultimately owns or controls the foundation or exercises ultimate control over it.
Read our guidance on identifying beneficial owners or controllers.
Every foundation must give details of the beneficial owners and controllers upon registration or any change.
Qualified member / person
A foundation must have a qualified member. This must be a person registered under the Financial Services (Jersey) Law 1998 to carry on trust company business with a class OA licence. The qualified person which submitted the application to incorporate the foundation will become the qualified member upon incorporation. The business address of the qualified member in Jersey will be the business address of the foundation.
The qualified person has obligations under the Financial Services Law and the Foundations Law.
Council member
The council may consist of one or more members. It must include a qualified member (a qualified person).
The council members are the significant persons in relation to a foundation. Some of their information will be available for public inspection.
The council members are similar to the board of directors of a company. They are responsible for administering the assets of the foundation and carrying out its objects. The regulations set out the establishment, powers, and duties of the council.
Guardian
A foundation must have a guardian. The guardian cannot be a member of the council unless they are the founder or qualified member.
The guardian ensures that the council carries out its functions and can require the council to account for the way in which it has acted. The role is similar to an enforcer in a Jersey charitable trust. The regulations can give the guardian the right to approve or deny any specified actions of the council.
Founder
The founder of a foundation is the person who instructs the qualified person to apply for the incorporation of the foundation.
The founder can be given certain rights as provided by the charter and regulations and those rights can be assigned to other persons.
The founder of a foundation may be a council member.
Beneficiary
The beneficiary of a foundation has no interest in the foundation of any of the foundation’s assets. Beneficiaries are not owed any fiduciary or analogous duty by the foundation or by the members of the council.
If a beneficiary becomes entitled to a benefit from the foundation but does not receive it, they are in their own rights to apply to the Royal Court for the foundation to be ordered to provide them that benefit.
Nominated person
Every foundation must appoint a nominated person to act as the main contact with Registry, and to provide us with information. Our guidance explains who is eligible to be a nominated person.
What a foundation must do
A foundation must:
keep at its business address
a copy of the charter
a copy of the regulations
the register of council members
financial records
a register of those who have endowed the foundation
appoint a nominated person who is resident in Jersey and authorised to provide us with information
update us with any changes to the beneficial owner, controller or council member information
make an annual confirmation statement before the end of February in each year to confirm:
details of beneficial owners and controllers
details of council members
business address
Failure to provide an annual confirmation statement or to update beneficial owner or other information may lead to the foundation being struck off the register.
Compliance with international standards
By providing us with accurate and up-to-date information, it enables transparency and ensures Jersey’s compliance with international standards and allows us to provide information to law enforcement agencies and tax authorities as to who really owns and controls Jersey entities.
Mergers
Two or more Jersey foundations can merge and continue as one foundation under the Foundations (Mergers) (Jersey) Regulations 2009.
A foundation can merge with another foundation or with a recognized entity and continue as one foundation, or as one recognised entity.
List of recognized entities on gov.je
Winding up and dissolving a foundation
There are different requirements for winding up a solvent or an insolvent foundation, including provisions for the appointment of a liquidator.
There are procedures in the Foundations (Winding up) (Jersey) Regulations 2009 for:
winding up at the end of a fixed period
winding up on the application of any person
winding up by the Royal Court on just and equitable grounds
Striking off
The Registrar has the power to strike off a foundation which does not submit its annual confirmation statement or comply with the other requirements of the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 .
Reinstatement
A council member, nominated person or the Attorney General, can apply to Court to have the foundation reinstated up to 10 years after dissolution or strike off.
Further information
Other information about companies and other legal persons and arrangements can be found on the Government of Jersey website.
Foundation - legal persons and arrangements (LPAs) (on gov.je)
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