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Company Establishment & Administration

Company Establishment & Administration

Safeguarding and managing client assets through corporate structures is a fundamental part of what we do and we have been doing it since 1994.

Jersey Company Incorporation, Registered Office Services, Cell Companies, Public Companies, Limited Life Companies

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We deliver solutions that are tailored to each client's needs. Our director-led approach to providing corporate services ensures each client will have a trusted single point of contact - meaning that a decision is only ever a telephone conversation away.

Corporate services - How Fiduchi can help

We work closely with our clients and their advisors to set up the most suitable holding structure for their requirements, ensuring that all formalities are dealt with promptly so that formation occurs within deadlines. We undertake full establishment and administration services and we provide secretarial and corporate governance support as appropriate and as per the requirements of each client.

Our dedicated team is experienced in all facets of corporate management from formation through to dissolution. Our team provides secretarial and corporate governance support to private companies and multinationals, trading companies and investment structures.

Establishing a company in Jersey

Jersey is a tax neutral jurisdiction and using a Jersey company for structuring international financing transactions can be beneficial in terms of company law provisions and tax treatment. Additional benefits include separate legal identity, limited liability for shareholders and ease of transfer of ownership. Share capital can be denominated in any currency and issued in various classes, including redeemable shares. The ability to incorporate “no par value” companies has added yet more flexibility. These features enable Jersey companies to be structured to meet a wide variety of business purposes. 

The principal piece of legislation governing Jersey companies is the Companies (Jersey) Law, 1991 (the “Companies Law”), which is a comprehensive, modern statute.

Why use a Jersey company?

Jersey companies are used in a wide range of transactions, such as: 

  • Investing in property, securities and other assets;
  • Acting as a group holding company; 
  • Holding and exploiting patents and copyrights;
  • Facilitating the collection of commissions and consultancy fees;
  • Employing an internationally based work force.

How to Incorporate a Jersey company

Incorporation is commenced by the payment of a fee accompanying an application to the Registrar of Companies. Fees charged by the Registrar of Companies for incorporation of a Jersey company (or a cell of a Jersey company) are based on a sliding scale depending on how quickly you require the incorporation.

The application to the Registrar of Companies is made by the subscribers to the Memorandum of Association of the company (i.e. its proposed first shareholders) and includes the Articles of Association, together with details of: 

  • The proposed name; 
  • The proposed first shareholders;
  • The first directors;
  • The authorised share capital;
  • The type of company (public or private, par value or no par value, ete.);
  • The proposed activities / intended use; and
  • The ultimate beneficial ownership of the company. 

The Articles of Association registered upon incorporation can include specific provisions such as regarding classes of shares, rights attaching to shares, dividend and voting rights, rights to winding up or return of capital, appointment and removal of directors and pre-emption rights. Alternatively, “plain vanilla” Articles can be registered initially and then amended by special resolution (a resolution passed by a majority of not less than two-thirds of shareholders entitled to vote at general meetings). 

As is to be expected with all reputable financial centers, Jersey has regulations regarding client due diligence requirements. A questionnaire will need to be completed, together with the requisite due diligence in relation to, typically, the directors and beneficial owners of the company. Any information so obtained does not become publicly available. The questionnaire will include disclosure as to the proposed activities of the company which will be forwarded to the Registrar of Companies. Any sensitive activities that pose a potential risk to the reputation of Jersey will require specific consent before incorporation. 

As part of the incorporation process, consent must be obtained under the Control of Borrowing (Jersey) Order, 1958 (“COBO”). COBO, amongst other things, regulates the issue by Jersey entities (whether companies, limited partnerships, unit trusts, etc.) of shares, units, interests and other securities. All Jersey companies must obtain prior approval in the form of a COBO consent to the issue of shares. Application for such consent is submitted to the Jersey Financial Services Commission together with the incorporation documentation. 

Jersey Company Structures 

The following company structures are available in Jersey: 

  • Limited Companies (companies whose members’ liability is limited to the amount unpaid on their shares); 
  • Unlimited Companies (the liability of the members of unlimited companies on a winding up of the company is unlimited); 
  • Guarantee Companies (the liability of members of guarantee companies is limited to the amounts they guarantee). 
Cell Companies 

Cell companies are companies that, once established, have the ability to create cells separate from themselves, each of which may hold separate assets (and liabilities), therefore enabling the assets and liabilities of each cell to be isolated from the assets and liabilities of the cell companies themselves and of any other cells. This creates statutory “ring fencing” of assets. The Companies Law permits the incorporation of two types of cell companies, protected cell companies and incorporated cell companies. 

Limited Life Companies 

Jersey companies may be incorporated with a limited or set period of existence. On incorporation, the company’s “lifespan” is defined by specifying a liquidation date in the Articles of Association, or by specifying the occurrence of a particular event. Such companies are granted favourable treatment by a number of revenue authorities in that they are regarded in the same manner as a partnership (as opposed to a corporation). 

Limited companies (including cell companies) are by far the most common type of Jersey company and this Briefing Note focuses on such companies. 

Par Value Shares or No Par Value Shares 

Jersey companies may be incorporated with either ‘par value’ shares or ‘no par value’ shares (companies cannot have both). 

As the name suggests, par value shares have a par or nominal value. 

No par value shares have no par or nominal value, are not denominated in any currency, and the number of authorised no par value shares can be (but does not have to be) unlimited. Save for those distinctions, no par value shares have the same features as par value shares, with their rights set out in the Articles of Association. 

The key difference between a par value and a no par value share is an accounting one. Sums paid up on no par value shares are credited to a company’s “stated capital account”, instead of having a nominal share capital account and a share premium account as you would with a par value company. 

Public Companies

A company is a public company if it has more than thirty shareholders or the memorandum of Association states that it is a public company. In addition to the distinguishing feature mentioned above, the following are the principal differences between private and public companies:

  • Only a public company may issue a prospectus inviting the public to acquire or apply for securities;
  • The registers of directors and shareholders of a public company may be inspected by the public;
  • The secretary of a public company must hold appropriate qualifications specified in the Companies Law;
  • The accounts and auditors’ report of a public company must be presented before a general meeting of the company, and filed with the Register of Companies, within seven months of the end of the company’s financial year.

Taxation of Jersey Companies

All Jersey resident companies are charged to Jersey income at 0%, save for:

  1. Jersey regulated financial services companies (which are charged to Jersey income tax at 10%); or 
  2. Jersey utility and property income companies (which are charged to Jersey income tax at 20%). 

Accordingly no deduction should be made in respect of Jersey income tax from dividend or interest payments made by a Jersey company.

Corporate services we can provide

Corporate vehicles

We establish and administer the following corporate vehicles: 

  • Companies based in Jersey, and other jurisdictions; 
  • Jersey protected cell companies and incorporated cell companies; 
  • Jersey limited partnerships; 
  • Jersey private funds; 
  • Purpose trusts; 
  • Charitable trusts; 
  • Foundations. 
Corporate administration and management 

Our services include:

  • Formation services; 
  • Provision of registered office address;
  • Provision of experienced professional directors/trustees;
  • Company secretarial services;
  • Maintenance of statutory records;
  • Arranging board meetings to include the preparation of board packs and subsequent board minutes;
  • Arranging shareholder meetings and agreements;
  • Preparation and filing of annual returns;
  • Bookkeeping and financial reporting;
  • CRS, FATCA and country-by-country reporting;
  • Dissolution and winding up services. 
Provision of company directors/corporate entity officers 

All companies require a competent board of directors and a strong administration team in order to prosper. Whilst we will in certain circumstances provide limited corporate services to our clients, our preference is always to have a presence on the board. This allows our clients to benefit from our accrued knowledge and experience of the regulation and governance requirements of the jurisdictions in which the entity operates. It also allows the entities to more easily evidence economic substance in their jurisdictions of incorporation. Having us on the board also allows companies to evidence the necessary economic substance. Our services include: 

  • Oversight of company administration in accordance with local legal requirements;
  • Organisation of and attendance at regular board meetings either in person or by conference;
  • Proactive and responsive dialogue with the client and advisers;
  • Timely assistance with the calling of meetings and provision of documents;
  • Timely review and execution of documents;
  • Access to our network of international advisors. 
Corporate relocation and domiciliation

We have seen an increasing number of our clients join the trend of other international institutions that are considering moving key personnel, headquarters or other operations to Jersey. The reasons for this are varied, but it is clear that Jersey offers an established, business-friendly jurisdiction within a favourable time zone and geographical region where it is relatively easy to quickly form a company of substance that has a local presence. Our team is able to assist with such a move in the following ways: 

  • Where appropriate assist with any application for a local business licence including assistance with the necessary business plan; 
  • Liaise with relevant government departments and agencies such as Locate Jersey and Digital Jersey; 
  • Formation and administration of a suitable Jersey entity;
  • Provide dedicated telephone and IT infrastructure; 
  • Provide ring-fenced office space within our own office; or assist with finding separate office space as appropriate; 
  • Assist with recruitment of local staff or where appropriate second our own staff to provide initial support under contract with the company; 
  • Undertake bookkeeping and accounting and assist with local filings including tax; 
  • Provide full secretarial services;
  • Provide HR assistance including employee contracts and employee handbook;
  • Payroll services, bank account opening, provision of signatories. 

Testimonials

"THANK YOU TO OUR GUARDIANS!

I would like to extend a BIG thank you to the Fiduchi team for taking such good care of me and my business. It's reassuring to know that there are some guardian angels out there to look after us."

Founder & CEO - SUPERLUXE Events

"Thank you very much for your professional assistance (and patience) in helping us transfer our shares and assets into the new Trust. I know that it has taken longer than expected. Still, your professionalism and continued support have helped us achieve the desired outcome."

Chairman and CEO

"My sincere thanks for the assistance you have provided the advisory committee by coordinating directly with the charity to formalise an agreed donation plan."

Private Client (Charity)

"Many, many thanks for your hard work and speed at setting up our client's Private Investment Company in just 24hrs! Your flexibility and communication throughout the whole process have been appreciated, and the feedback has been tremendous......

Thank you."

Major UK Law Firm

"Thank you, everyone, for delivering this significant re-structure to our family assets and within a very tight timeframe.

Great to get this finalised!"

Mr. C - Private Client

"THANK YOU TO OUR GUARDIANS!

I would like to extend a BIG thank you to the Fiduchi team for taking such good care of me and my business. It's reassuring to know that there are some guardian angels out there to look after us."

Founder & CEO - SUPERLUXE Events

"We consider Fiduchi an important strategic partner of ours. Over the years they have proven themselves to be professional and extremely thorough. Combined with this professionalism, they are always a pleasure to deal with and we are pleased with their service levels."

Mr. P.E, Managing Director, W Ltd.

"We consider Fiduchi an important strategic partner of ours. Over the years they have proven themselves to be professional and extremely thorough. Combined with this professionalism, they are always a pleasure to deal with and we are pleased with their service levels."

Mr. P.E, Managing Director, W Ltd.

“I am very impressed with the professionalism and efficiency Fiduchi Limited demonstrated during the establishment of our employee benefit trust. They coordinated the process seamlessly and provided us with valuable advice and guidance to ensure compliance with our regulatory and legal responsibilities. Throughout my engagement with the team, I have found them to be approachable and easy to work with.”

Mr. P.B. FE Ltd.

"Thank you for helping us with the establishment of our real estate fund."

Startup Fund Manager

"Thank you so much for helping my client register their vessel with the Red Ensign Group and all the other advice and support you provided!"

Trusted advisor to Yacht Owner.

"Fiduchi's yacht team provides a first-class service! In particular with assisting us with our crew banking requirements and payroll services. Whenever we need assistance, they are just a phone call away!"

Superyacht Captain

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Want to know more about our Private Wealth services?

Our experienced Private Wealth and Family Office teams are here to answer any questions you may have. With a wealth of knowledge and expertise, they will be able to advise you on right solutions to meet your needs. You can rest assured that core to the Fiduchi principles are how your interests should best be met.

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Want to know more about our Corporate services?

Our experienced Corporate team are here to answer any questions you may have. With a wealth of knowledge and expertise, they will be able to advise you on right solutions to meet your needs. You can rest assured that core to the Fiduchi principles are how your interests should best be met.

Call our Corporate team on: +44 1534 755155

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Want to know more about our Fund services?

Our experienced Funds team are here to answer any questions you may have. With a wealth of knowledge and expertise, they will be able to advise you on right solutions to meet your needs. You can rest assured that core to the Fiduchi principles are how your interests should best be met.

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Want to know more about our Yacht services?

Our experienced Yachts team are here to answer any questions you may have. With a wealth of knowledge and expertise, they will be able to advise you on right solutions to meet your needs. You can rest assured that core to the Fiduchi principles are how your interests should best be met.

Call our Yachts team on: +44 1534 755155

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Want to find out more about how we can help with your employee incentive plan?

Our experienced employee services team are here to answer any questions you may have regarding all types of employee incentive plans. With a wealth of knowledge and expertise, they will be able to advise you on the best solution that meets your business needs.  

You can telephone our employee incentives team on: +44 1534 755155

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