In general, a public company is required to file more information with the JFSC than a private company. To be a public company, at least two persons associated for a lawful purpose need to sign and deliver to the registrar a Memorandum of Association to the Registrar stating that the company is to be a public company. To be a private company, at least one, but no more than 30 people associated for a lawful purpose should sign and deliver to the Registrar a Memorandum of Association stating that the company is to be a private company.
On incorporation, a public company must have at least two subscribers and each subscriber must subscribe for at least one share. A private company must have at least one subscriber and that subscriber must subscribe for at least one share. There is a continuing requirement that a public company must have at least two shareholders and a private company must have at least one shareholder.
Director and Secretary
A public company must have at least two directors. A private company may have a sole director, however a sole director must not also be the secretary of the company. A body corporate may be a director of a private or public company provided that it is a company that is permitted under the terms of its registration under the Financial Services (Jersey) Law 1998, as amended, to act as, or fulfil the requirements of, a director and the body corporate has no director that is itself a body corporate.
Every company must have a secretary. The required qualifications for a secretary of a public company are such that such appointments are limited to members of stipulated professional bodies or persons who, because of holding or having held any other position or being a member of any other body, appear to the directors capable of discharging the functions of a secretary. There are no such regulations concerning the appointment of a secretary of a private company.
On incorporation, the names, former names, business or usual residential address, nationality, occupation and date of birth of each director of a public company must be filed with the Commission and kept updated as of 1 January each year. This is not required in the case of a private company.
Financial Statement Requirements
Annual accounts are required to be prepared for a private company within ten months and, for a public company, within seven months of the end of the company's financial year and should be made available to shareholders.
For a private company, it is not necessary for the accounts to be audited or filed with the Registrar of Companies. A public company (or private company where required by its articles or resolved in a general meeting) must have its accounts prepared, examined and reported on by auditors. The directors of a public company must deliver to the Registrar of Companies a copy of the accounts together with a copy of the auditors' report on the accounts. The accounts and auditors' report with the published fee must be delivered to the Registrar of Companies within seven months after the end of the financial period to which they relate.
All Jersey companies are required to file an Annual Return signed by a director or the secretary by the end of February in each year made up to 31 January in that year accompanied by the filing fee which currently stands at £150.00. The Annual Return must:
(i) disclose the names and addresses of the registered shareholders with details of their holdings as at 1 January of the year to which the Annual Return relates; and
(ii) disclose the authorised and issued share capital of the company.
Annual Returns are available for inspection by the public. Financial penalties are imposed for late filing of an Annual Return and failure to file could result in the company being struck-off.