Control of Borrowing (Jersey) Amendment Order 2026: The simplification of Jersey’s COBO framework begins

As part of the Government’s wider competitiveness programme, the COBO Amendment Order marks a significant step towards simplifying Jersey’s COBO framework. This update outlines the key changes and the practical implications.

Overview

The Control of Borrowing (Jersey) Law 1947 and its associated order, the Control of Borrowing (Jersey) Order 1958 (together COBO) regulate the raising of money and the issue of securities in or from Jersey.

Over the years, COBO has become a key gateway for obtaining certain regulatory consents. The COBO Amendment Order now materially reduces the circumstances in which a COBO consent is required and paves the way for greater simplification and efficiency.

The COBO Amendment Order comes into effect on 13 April 2026 and forms part of the Government’s competitiveness programme. It represents the first legislative step towards the eventual repeal of the COBO framework. Two further phases of the COBO repeal are expected later this year/early 2027.

Principal changes effective from 13 April 2026

Unit trusts

Prior to the COBO Amendment Order, an article 9 COBO consent was required to establish a unit trust (eg a Jersey property unit trust (a JPUT)). From 13 April, a COBO consent will not generally be required and the only exception to this is where a unit trust is an ‘investment fund’. A new definition of ‘investment fund’ is introduced in article 14(6) of COBO. In practical terms, the vast majority of JPUTs are non-fund single asset vehicles and those will no longer require a COBO consent. In those cases, a JPUT can be established more quickly, which is helpful for property transactions that typically have tight deadlines.

Non‑Jersey entities

COBO consents will no longer be required for non‑Jersey entities raising money (eg having a bank account in Jersey) or being registered in Jersey, unless that non-Jersey entity is an investment fund. This change is far-reaching and applies to non-Jersey entities under articles 1(2), and 3(1) (for external body corporates), articles 9(1)(a) and (b) (for non-Jersey unit trusts), articles 10(1)(a) and (b) (for non-Jersey limited partnerships (LPs)), articles 11(1)(a) and (b) (for non-Jersey limited liability partnerships (LLPs)), and articles 11A(1)(a) and (b) (for non-Jersey limited liability companies (LLCs)). This is particularly helpful for clients that appoint a group administrator in Jersey to provide services or maintain bank accounts in Jersey for non-Jersey entities (eg SPVs).

Expansion of Professional Investor Regulated Scheme (PIRS) and Special Purpose Investment Business (SPIB) exemptions

One of the most significant changes relates to the PIRS and SPIB exemptions. These exemptions allow certain service providers to carry on ‘investment business’ or ‘trust company business’ in Jersey without the need for full licensing in Jersey. The concept of a ‘relevant consent’ (ie a COBO consent) will be removed entirely from the PIRS and SPIB exemption orders.

In practice, this means that from 13 April 2026, the exemptions can be relied upon more widely and the exemptions are no longer limited to the entities that were originally listed in COBO. The broadening of these exemptions will be helpful for non-Jersey joint ventures or investment schemes, private wealth vehicles, as well as other arrangements previously outside the original scope of COBO, such as discretionary trusts.

Circulation of an offer by LPs, LLPs and LLCs

The need to obtain a COBO consent under article 10(1)(c) for LPs, article 11(1)(c) for LLPs and article 11A(1)(c) for LLCs will be narrowed and will only be required where the offer is being made by a non-Jersey issuer to a ‘retail investor’. A new definition of ‘retail investor’ has been introduced into COBO for this purpose.

This is a welcome change as the majority of COBO consents have historically been obtained for professional investors (not retail investors). This will significantly reduce the need to obtain a COBO consent where an offer for the subscription, sale or exchange of an interest in these entities is circulated in Jersey.

Prospectuses

For the circulation of a prospectus in Jersey, an article 8 COBO consent will no longer be required unless the prospectus is being circulated by a non‑Jersey issuer to a ‘retail investor’. This is linked to the new definition of ‘retail investor’ which has been introduced into COBO. Again, this is a welcome change for non-Jersey issuers and will significantly reduce the need to obtain a COBO consent for circulating a prospectus in Jersey.

Separate to the COBO Amendment Order, another helpful change was recently made through the Companies (General Provisions) (Jersey) Amendment Order 2026 (the GPO Amendment). This change, which came into effect on 6 March 2026, further excludes the categories where a prospectus might be required. This change has also been extended to certain Jersey investment funds under the Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Amendment Order 2026 (the CFPO Amendment) and provides that a prospectus will not be required in circumstances where there is:

• an admission to trading if a company issues securities that:
  • are fungible with securities already admitted to trading on the same UK market; and
  • represent, over a 12-month period, less than 100% of the number of the securities already admitted to trading on the same UK market.
• an admission to trading if:
  • a company issues securities for the purpose of investment in accordance with its investment policy;
  • the securities are not fungible with securities already admitted to trading on the same UK market; and
  • the terms of issue state that: (i) the securities will convert into securities fungible with securities already admitted to trading on the same UK market; and (ii) the conversion will be by reference to a specified conversion formula and will take place no later than 18 months after the date on which the securities are admitted to trading.

Practical impact

The COBO Amendment Order, the GPO Amendment and the CFPO Amendment represent a material easing of regulatory requirements. Clients operating entities in the investment, funds, private wealth, cross‑border investment space and UK listed vehicles should review existing and planned structures to assess whether certain processes can be simplified from 13 April 2026 or whether alternative structuring options might now be available.

We would be happy to discuss the impact of these changes on specific transactions or structures.