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About limited liability companies
Features / business structure
The Limited Liability Companies (Jersey) Law 2018 is the primary legislation governing the formation, administration and dissolution of Jersey limited liability companies.
A Jersey limited liability company has a separate legal personality but is not a body corporate.
A limited liability company may be formed with a sole member. All members have limited liability, meaning they cannot be held personally responsible for any debts or loss of the limited liability company.
A limited liability company is governed by the terms of a limited liability company agreement. This must be in writing and sets out the rights and obligations of the manager and members.
How to set up a limited liability company
Limited liability company registrations can only be made by an entity regulated by the JFSC, with the relevant licence to provide formation services
Our guidance on registering a limited liability company takes you through each stage of the process and tells you what information and documents you need to provide.
The registration process includes an application for consent to create limited liability company interests under the Control of Borrowing (Jersey) Order 1958 (COBO consent).
You are required to provide information on the proposed limited liability company, the activities and related 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
Every limited liability company is required to have a declaration which confirms the following details:
- the name of the limited liability company
- registered office address
- the name and address of all the members
- the name and address of the managers
- the name and address of the secretary
You will need to pay fees to register a limited liability company in Jersey.
Beneficial owners and controllers
Any individual who ultimately owns or controls the limited liability company or exercises ultimate control over it.
Read our guidance on identifying beneficial owners or controllers.
Every limited liability company must give details of the beneficial owners and controllers upon registration or any change.
The manager is the significant person. If there is no manager, then the members who are involved in the management of the limited liability company are the significant persons.
A manager may be appointed. The manager can be a company or an individual and does not need to be a Jersey resident. There can be more than one manager. If no manager is appointed, the members will carry out the management of the limited liability company.
Members of a limited liability company may be admitted without a contribution or acquiring any LLC interest, subject to the terms of the limited liability company agreement. The members of a limited liability company do not need to be a Jersey resident.
Members have limited liability, meaning they will not be liable for any debt or loss caused to the limited liability company.
The members can manage the limited liability company themselves if there is no manager.
Every limited liability company must have a secretary and may appoint a deputy secretary.
The secretary may be a company with a registered office in Jersey or an individual resident in Jersey, or a company or individual registered under the Financial Services (Jersey) Law 1998 to carry on trust company business.
Every limited liability company 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 limited liability company must do
A limited liability company must:
- have a registered office in Jersey
- have a limited liability agreement in writing
- appoint a nominated person who is resident in Jersey and authorised to provide us with certain information
- keep at its registered office a list of the name and address of each member and manager and the members' contributions
- keep at its registered office a copy of the declaration, the LLC agreement, and the certificate of formation
- update us within 21 days of any changes to the information on beneficial owners, controllers or significant persons
- provide an annual confirmation statement before the end of February in each year to confirm:
- details of beneficial owners and controllers
- details of significant persons
- registered office address
Our guidance explains the requirements for providing and updating information and the penalties for failing to comply.
Failure to provide an annual confirmation statement or to update beneficial owner or other information may lead to the limited liability company having its registration cancelled
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 and continuance
A limited liability company can merge with another limited liability company or certain other types of Jersey and non-Jersey companies.
Limited liability companies can migrate or “continue out” of the jurisdiction and continue in another country, provided certain conditions are met and they have consent from the JFSC. Limited liability companies from other countries can migrate or “continue in” to Jersey, subject to certain conditions being met.
Winding up or dissolving a limited liability company
The Limited Liability Companies (Winding Up and Dissolution) (Jersey) Regulations 2022 set up procedures for:
- winding up at the end of a fixed period or upon a particular event of a limited life company
- (solvent) summary winding up
- (insolvent) creditors' winding up
- winding up on just and equitable grounds
Once the members have approved the winding up, the limited liability company must notify us and this will be noted on the public register. On completion of the winding up and when the limited liability has no assets and no liabilities, it must provide us with a statement for registration. The limited liability company is then dissolved.
The Registrar has power to strike off a limited liability company 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.
A manager, managing 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.
Other information about companies and other legal persons and arrangements can be found on the Government of Jersey website.