Upcoming amendments to Jersey company law 2026

This update sets out the highlight amendments to be made to the Companies (Jersey) Law 1991.

Introduction

The States of Jersey adopted the Companies (Jersey) Amendment Law 2026 (the Amendment Law) on 21 January 2026 and it will come into force on the later of 1 June 2026 or 7 days after registration.  The Amendment Law will overhaul the Companies (Jersey) Law 1991 (Companies Law) to make it more flexible and to reflect current international standards.  This update sets out the most significant amendments and the actions a company should take (if any) if it wishes to rely on the new provisions ^[1].

1    Highlight amendments

1.1   Abolition of 30-member limit for a private company

A private company will no longer be deemed to be a public company if it has more than 30 members.

Action to take: no action is required, though a company’s articles of association may need to be amended to remove any requirement to appoint an auditor.

1.2  Abolition of authorised share capital

The memorandum of a par value company will no longer have to state a maximum authorised share capital.

Action to take: a par value company will need to amend its memorandum of association if it wishes to take advantage of this provision.

1.3 Change of name

A company may change its name not only by special resolution, but also by adopting other methods specified in its articles of association.

Action to take: a company will need to amend its articles of association if it wishes to take advantage of this provision, for example to enable the company’s directors to change the name.

1.4 Alteration of share capital

A company will be able to alter its share capital by any means, not merely the methods enumerated in the Companies Law.

Codifying existing practice, the conversion of shares from one class into another class will be expressly permitted, and this will be without prejudice to any provisions in a company’s articles that permit conversion otherwise than by special resolution.

Action to take: no action is required.

1.5 Capital contributions

A person will be able to transfer cash or assets to a company otherwise than for an allotment of shares. The value of any such gratuitous contribution may be credited to any account or reserves of a company other than a nominal capital account. The directors may determine the value of any non-cash contribution and to which accounts or reserves it is added.

Action to take: no action should be required.

1.6 Variation of class rights

A company’s articles will be able to stipulate what does and does not constitute a variation of class rights.

Any increase in entitlement to “benefits” of a class of members will no longer be treated as a variation of the class rights of other classes.

Action to take: a company will need to amend its articles of association if it wishes to take advantage of this provision. Note that such an amendment to a company’s articles to insert or vary class rights’ provisions will itself constitute a variation of class rights.

1.7 Treasury shares

A company will no longer require shareholder approval to hold shares in treasury. In addition, treasury shares will be able to be cancelled, held or transferred for any purposes, for or without consideration.

Action to take: no action is required.

1.8 Share transfers

A transfer of shares will be possible by any method permitted under a company’s articles, not only by written instrument.

Action to take: a company will need to amend its articles of association if it wishes to take advantage of this provision.

1.9 Rectifying register errors without court approval

Directors will be able to correct manifest errors or omissions in a company’s register of members without court approval provided all adversely affected parties consent.

Action to take: no action is required.

1.10 Dispensation from issuing share certificates

A company will be able to dispense with the requirement to issue share certificates in its articles confirming a practice some companies already adopt in their articles.

Action to take: a company will need to amend its articles of association if it wishes to take advantage of this provision.

1.11Redemption and purchase of fully paid shares for nil consideration

The solvency test applicable to redemptions and purchases of shares will not apply in the case of a redemption or purchase of fully paid shares for nil consideration.

Action to take: no action is required.

1.12 Ratification of unlawful share redemptions, purchases and distributions

Directors will be able to ratify a share redemption, purchase or distribution where the required solvency statement is not made by making a further solvency statement.

Action to take: no action is required.

1.13 Share buy-backs

The Amendment Law will make a number of improvements to the provisions regulating the purchase by a company of its own shares, including:

• lowering the shareholder approval level required from a special resolution to an ordinary resolution;
• for off-market purchases, permitting the directors to approve the purchase contract and enabling the shareholders to provide a forward-looking shareholder purchase authority; and
• provisions enabling a company to acquire its own listed shares through a third party.

Action to take: no action is required.

1.14 Directors’ interests no longer need to be recorded in the minutes

The requirement for directors’ interests that are disclosed to be recorded in board minutes will be repealed.

Action to take: no action is required, though precedent board resolutions should be updated.

1.15 Director ratification of undisclosed interests

A majority of disinterested directors will be able to ratify a voidable transaction where a director fails to disclose an interest provided the nature and extent of the conflict is disclosed in reasonable detail. This will be an alternative to shareholder ratification by special resolution.

Action to take: no action is required.

1.16 Directors’ indemnities and advancement of legal expenses

The Amendment Law will expand the scope of director indemnities to:

• cover a broader range of liabilities that can be indemnified;
• cover directors acting for other entities at the company’s request; and
• permit the advancement of legal expenses before the outcome of proceedings subject to an undertaking to repay sums advanced if it is ultimately determined that the director is not entitled to be indemnified.

Directors and secretaries will be able to enforce indemnity provisions in a company’s articles.

Action to take: no action is required, though any existing standalone director indemnities may need to be updated to take advantage of the new provisions.

1.17 Shareholder meetings

For those companies which hold shareholder meetings the Amendment Law introduces a number of new provisions, including:

• Australian inspired provisions permitting a company’s articles to provide for direct voting at general meetings or class meetings;
• provisions which confirm modern practice, such as the posting of notices on a company’s website and electronic attendance at meetings; and
• speaking rights for proxies and the right for a member to attend in addition to their proxy.

Action to take: a company will need to amend its articles of association if it wishes to take advantage of certain of these provisions, such as direct voting.

1.18 Filing requirements for shareholders’ agreements

An agreement between all members of a company, such as a shareholders’ agreement, will not need to be filed if it includes a term stating that, in the event of a conflict with the company’s articles, the agreement will prevail and the articles will be amended accordingly.

Action to take: no action is required, though consider amending any shareholders’ agreements where relevant.

1.19 Flexibility for a company listed on certain approved overseas exchanges

A Jersey company listed on a regulated exchange in the US, Australia, Canada or Japan will be permitted to rely solely on and file in Jersey its overseas audited accounts provided they meet the standards of the relevant foreign regulator. Such a company will not have to prepare and file audited accounts to meet Jersey law requirements as well.

Action to take: no action is required.

1.20 Members’ schemes of arrangement – removal of headcount test

The approval requirements for members’ schemes of arrangement will be simplified by removing the requirement to obtain the approval of a majority in number of members. Only the approval by 3/4ths of the voting rights of the members or class of members present and voting in person, by proxy or direct vote will be required.

Action to take: no action is required.

1.21 Mergers and continuance

The requirement for separate class consents will be removed.

The threshold for creditor notification will rise from £5,000 to £25,000.

There will be no need for members to receive consideration for a merger if their shares are not converted into shares of the merged body.

The requirement that evidence that a merger is not unfairly prejudicial to the interests of any creditor be filed with the JFSC in the case of a merger involving a non-Jersey company will be repealed.

Action to take: no action is required.

1.22 Summary winding up

The Amendment Law will further streamline the summary winding up provisions. In particular:

• the distinction between liabilities falling due within 6 months of commencement of the winding up and other liabilities is removed; and
• interim distributions will be allowed before registration of the final solvency statement, provided directors reasonably believe the company can meet its remaining liabilities.

Action to take: no action is required, though precedent summary winding up documents should be updated.

Conclusion

The Amendment Law is a significant overhaul and modernisation of the Companies Law which will bring Jersey company law up to date with international standards and make Jersey companies easier to use and administer.

How can we help?

Mourant can assist in a number of ways, including reviewing existing memoranda and articles of association to ensure compliance with the amended Companies Law and / or to take advantage of some of the new provisions, and reviewing precedent resolutions and other documentation to ensure compliance with the amended Companies Law.

Companies with standard articles of association may wish to adopt new standard articles of association. Companies with bespoke articles of association will need to consider how and the extent to which they adopt these provisions. Mourant is available to assist.

Comprehensive guide

For a comprehensive guide to the amendments made by the Amendment Law, please reach out to your usual Mourant contact.