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Incorporate a company
Before you begin
This form should not be used if you want to register a business name.
You will have an opportunity to review all information provided on the 'review' page, before you submit and pay.
We cannot give advice about share capital, liability and structure of your company. You must seek independent advice on this before you submit your incorporation documents.
Log in to myRegistry, select 'start new submission' and select 'company incorporation' from the list.
You can choose either a reserved name or a proposed name to start your company incorporation.
If you have reserved your company name and it has been registered, select 'reserved name' and enter your reserved name / number. If entering the reserved number you must start with 'RN'.
To incorporate a company without reserved a name first, select 'proposed name'. Selecting this option will extend the time it takes to process the incorporation. This will increase the service level time by one working day.
The name of a private limited company should end with ‘Limited’, ‘Ltd’, ‘avec responsabilité limitée’ or ‘a.r.l’.
You must check if your requested name is available. Type it into the 'requested name' box and click 'check name'. Do not type the legal ending in this box.
Your requested name will need to be reviewed. We cannot guarantee that it will be accepted. You will need to change your proposed name and memorandum and articles of association name if it is not suitable.
Nature of business
Select from the list, the type of trading activity your company will be undertaking. If you are a local business, you can only select number 4, 5 or 6.
Significance of name
If your name is similar to an existing entity, give the name, place of registration and connection. Your name may be rejected if we are unaware of a connection. If significance of name is irrelevant enter "n/a".
Registered office address
Your registered office address must be an address in Jersey.
Memorandum and articles of association
Every company must have a set of memorandum and articles of association. Both documents are required to be subscribed to by at least one subscriber who agrees to become a shareholder in the company.
You must upload your memorandum and articles of association as one PDF document. We recommend you seek independent advice in relation to your memorandum and articles of association.
The memorandum of association contains (amongst other things):
- the constitution of the company
- the company’s name
- a statement as to its corporate capacity
- details of the share structure and liability
On incorporation, the memorandum and articles of association constitute a contract which binds the company and its shareholders. We do not give advice in relation to the memorandum and articles of association and you must seek independent advice in relation to this.
Limited life company
A company is a limited life company if its memorandum or articles include a provision that the company shall be wound up and dissolved upon:
(a) the bankruptcy, death, expulsion, mental disorder, resignation or retirement of any member of the company; or
(b) the happening of some other event which is not the expiration of a fixed period of time.
Public company details
On incorporation of a public company, you must provide the date when your first set of accounts will be produced. Directors of a company must prepare accounts for a period of not more than 18 months. These must be submitted via myRegistry.
The Companies Law does not allow a company to have a mix of par value and no par value shares.
Preset par value
You may select this option if your company has par value shares with all of the following values:
- Class of shares is ordinary
- Liability is limited
- Number of shares is 10,000
- Currency is GBP
- Authorised capital is £10,000
- Par value of each share is £1
A par value company can issue shares that have a nominal value. Par value shares can be issued at ‘par’ or at any level of premium. The number of shares of each class which a par value company is authorised to issue must be stated in the memorandum of association.
No par value
A no par value company issues shares which are not expressed as having a par value or nominal value. The number of shares of each class which a no par value company is authorised to issue must be stated in the memorandum of association.
An unlimited company is one which has shares in issue and no guarantee members. The liability of the holder of the shares is unlimited upon winding up of the company.
A guarantee company is one which has only guarantee members. The members’ liability is limited to the amounts they guarantee.
You need to provide current information on the following associated parties:
- Beneficial owners and controllers.
- Significant persons, who are defined under the new legislation as directors and secretaries of a company. Alternate directors and assistant or deputy secretaries are considered significant persons.
- Member (or shareholder) details are required for companies.
Further guidance on associated parties is available on our website:
If you are a local business filing this application, we will require proof of ID and proof of address for every beneficial owner, controller and director you are adding on incorporation. These documents will need to be certified. For further information on acceptable certification wording, our identification procedures, see our identification requirements guidance.
If the structure of the proposed company is complex, please upload a structure chart using the upload facility provided.
You must give us details of the activity of the proposed company. You must confirm if the activity will conflict with the JFSC Sound Business Practice Policy (SBPP).
Sensitive activities are listed in table 1 or 2 of the SBPP.
If the proposed company will undertake an activity in the tables, you must provide as much detail as possible on the activity. You must also tell us if any subsidiaries, affiliates or associated vehicles of the proposed company conduct, or will conduct, activities which conflict with the JFSC Sound Business Practice Policy, and provide details. We may request further information if the activity is unclear.
Non-sensitive activities are those that do not conflict with the SBPP. For example, if the company is going to hold real estate or conduct a local (non-sensitive) trade.
If the activity of the proposed company is not listed in the specified list on the form, select ‘other’ and provide details.
Review and request approval
Before submitting you can review all of the proposed company information.
Select this 'request approval' when you are ready to submit the form. Open the Authy app on your phone to authorise your approval request.
You will have an opportunity to review all information provided, on the 'review' page, before paying and submitting.
Refer to our fees page for the current fees
Following the registration of the memorandum and articles of association of the company, the Registrar will issue a Certificate of Incorporation and, from the date on the certificate, the company comes into existence as a legal person.
Until the certificate of incorporation has been issued, if you enter into any contracts in the name of the company, you will be personally liable under the contract.
Annual confirmation statement
Every company live on the Register and which is not in any winding up process must submit an annual confirmation statement every year from 2021.
In 2021 the annual confirmation statement must be submitted by 30 September. From 2022 onwards, the deadline will be the end of February.
You must confirm that the information provided to us is accurate at the date you submit the annual confirmation statement.
The company information will be presented to you in a read-only format. If any information is incorrect, you must amend it first in the transition application form. After 30 September 2021, you must amend this information in the update associated parties form.
It is an offence to knowingly or recklessly provide us with false or misleading information. The maximum penalty is a fine and 7 years’ imprisonment.
More information can be found on our annual confirmation page.
The Companies Law requires a company to have reasonable accounting records, sufficient to justify its transactions and which accurately reflect the financial position of the company. A private company is not required to keep its accounts audited. The accounts should be accessible to the shareholders but it is not necessary for the accounts of a private company to be filed with the Registrar.
The accounts must be prepared in accordance with generally accepted accounting principles and must specify what those accounting principles are. Any company that is required by its articles of association to appoint an auditor must prepare accounts which demonstrate “a true and fair view of” or “present fairly in all material respects” the financial position of the company.
Annual accounts must be prepared within seven months of the end of the company’s financial year for a public company, and ten months of the end of the company’s financial year for a private company.
Register of shareholders and officers
A private company is required to maintain registers of shareholders, directors and secretary at its registered office, all of which must be available for inspection by the shareholders and the Registrar.
To make one of the following changes to a Jersey company, you must submit a copy of any special resolution passed by its shareholders. This must be done no more than 21 days after the resolution is passed to avoid late filing penalties. This list is not exhaustive:
- Change of company name
- Alteration to the memorandum of articles of association
- Alterations of share capital
- Purchase of own shares by the company
- Winding-up (dissolution or liquidation;
- Continuance to another jurisdiction
A special resolution is passed by a majority of not less than two-thirds of shareholders (or a greater percentage if specified in the articles).
More information on how to make changes to your company is on our make a change page.