Private company limited by shares
Jersey, a self-governing British Crown Dependency, is internationally recognized as a well-regulated and politically stable jurisdiction. It has developed a robust financial services sector grounded in a common law legal system and transparent regulatory standards. One of the key components of its corporate landscape is the range of flexible and tax-neutral structures available under its legislative framework, notably the Companies (Jersey) Law 1991.
This framework permits the incorporation of various company types, including companies limited by shares, protected cell companies (PCCs), and incorporated cell companies (ICCs). These structures are commonly utilized for wealth management, investment holding, and structured finance transactions.
A company limited by shares is the most prevalent corporate structure in Jersey. Such companies are constituted with a share capital, and liability of shareholders is limited to the amount unpaid on their shares. The Companies (Jersey) Law 1991 provides a straightforward and efficient process for incorporation, and there is no statutory minimum share capital requirement—only that at least one share must be issued at the time of incorporation, for any nominal amount.
Each company must appoint at least one shareholder and one director, though the same person may serve in both roles. There are no residency requirements for directors or shareholders, and foreign nationals may fully own and manage Jersey-incorporated companies.
The governance of a Jersey limited company is generally managed by its board of directors, which holds the authority to direct the company’s affairs, subject to the company’s articles of association and any shareholder resolutions.
Shares in Jersey companies may carry various rights, including voting rights, entitlements to dividends, and rights to surplus assets on winding-up. They can be issued with or without par value and in any currency.
Beyond standard limited companies, Jersey offers sophisticated corporate structuring tools through protected cell companies (PCCs) and incorporated cell companies (ICCs), both commonly used in the investment fund and insurance sectors.
A PCC comprises a single legal entity divided into a core and multiple ring-fenced “cells.” While these cells do not have separate legal personalities, the law mandates strict segregation of their assets and liabilities. Creditors of one cell have no claim on the assets of other cells or the core, enhancing the entity’s risk containment features.
The PCC model is frequently adopted by umbrella fund structures and captive insurance vehicles, as it reduces setup and operational costs by avoiding the need to establish multiple legal entities.
Unlike PCCs, each cell within an ICC is a separate legal person capable of contracting, holding assets, and being sued independently. The incorporated cells are managed by a common board, but operate independently within the parameters set by the core ICC.
This structure allows legal and operational separation between cells, offering enhanced protection and flexibility. ICCs must file a consolidated annual return, and only the core company is required to prepare separate accounts.
Both PCCs and ICCs offer regulatory efficiency and are particularly suitable for use in sectors requiring legal segregation of assets and liabilities, such as reinsurance, securitization, and multi-class investment funds.
From a tax perspective, most companies are taxed at a general corporate income tax rate of 0%. This applies to the majority of commercial and investment-related businesses, making Jersey an attractive jurisdiction for holding and trading companies.
However, some specific categories of activity attract higher rates:
- 10%: This rate applies to certain financial services, such as banking, and to large-scale retail operations based in Jersey.
- 20%: Income derived from Jersey property, utilities, or property development is subject to this higher rate.
Companies benefiting from the 0% corporate tax rate must still submit annual tax returns, even though no tax may ultimately be payable.
Jersey does not impose withholding taxes on dividends or interest paid to non-residents, nor does it levy capital gains taxes. There is also no stamp duty on the transfer of shares in Jersey companies. Shares may be held in uncertificated form and traded electronically, providing additional flexibility for investors.
As part of Jersey’s alignment with international tax standards, companies engaged in specified “relevant activities” must demonstrate adequate economic substance within the jurisdiction. These activities include:
- Banking and insurance
- Fund management
- Finance and leasing business
- Shipping business
- Intelletual Property business
- Headquarters business
- Distribution and service center business
- Holding companies with pure equity investments
To comply, companies must be directed and managed from Jersey, conduct core income-generating activities locally, and maintain adequate personnel, premises, and expenditures commensurate with their activity. High-risk IP companies face enhanced compliance expectations.
Annual reporting obligations to the Comptroller of Revenue help determine whether companies meet these substance standards.
All Jersey companies are subject to regulatory oversight by the Jersey Financial Services Commission (JFSC), which maintains the corporate registry and enforces compliance with anti-money laundering, company law, and economic substance requirements.
Jersey’s corporate legislation provides a high degree of flexibility while incorporating robust legal safeguards. The jurisdiction continues to update its frameworks in line with evolving international standards, ensuring a balance between competitiveness and regulatory integrity.
Jersey offers a comprehensive suite of corporate vehicles tailored for international commercial, investment, and financial structuring. The combination of legal certainty, tax neutrality, and regulatory compliance makes Jersey companies—particularly limited companies, PCCs, and ICCs—effective tools for a broad range of cross-border purposes.
Whether for holding investments, managing funds, or structuring group operations, these corporate forms provide a reliable platform that meets the needs of institutional and private actors alike in a globally connected economy.
Legal
Country code – JE
Legal Basis – Mixed (Customary, French civil and Common)
Legal framework – Companies (Jersey) Law, 1991
Company form – Private company limited by shares (LTD)
Liability - The liability of the shareholders is limited up to the amount of the shares they hold.
Economic Substance –
Jersey Companies carrying out relevant activities need to fulfill substance requirements. Relevant activities are:
- Banking
- Insurance
- Fund management
- Financing and leasing
- Headquartering (provision of senior management or provision of management advice)
- Shipping Business
- Distribution and service center – purchase goods from (to resell), or provide services to, non-resident affiliates
- Intellectual property business
- Pure equity holdings
To meet substance requirements, relevant businesses need to be controlled and managed from Jersey, conduct its core income-generating activities within Jersey, meet the adequacy test: an adequate level of qualified employees, an adequate level of expenditure and adequate physical presence (e.g. offices) according to the relevant activity.
Pure equity holding companies are subject to a narrowed economic substance test in which such companies are not required to be directed and managed in Jersey or to conduct its core income-generating activities in Guernsey
Companies subject to economic substance requirements will need to provide an annual return to the relevant authorities to assess whether they have met applicable requirements.
Share capital – There is no minimum capital requirement other than issuing at least 1 share at the time of incorporation. There is no statutory requirement for capital to be fully or partly paid on incorporation. Shares may be issued at par value or at a premium but may not be issued both types of shares. Shares may be registered shares, ordinary shares, preference shares, redeemable shares, non-redeemable shares and shares with different rights and preferences on dividends, voting and surplus assets upon liquidation. Bearer shares are not permitted.
Shareholders – Jersey companies may be formed by one or more shareholders who can be either natural or legal persons, residents or non-residents. Details of shareholders are publicly disclosed. Nominee shareholders are allowed.
Directors – At least one director is required, who may be a natural person or a legal entity. If a legal entity, as long as the legal entity is registered under the Financial Services (Jersey) Law 1998 and it does not have itself, corporate directors. Directors’ details are available to the public.
Secretary – The appointment of a secretary is required, who can be either a legal or natural person. Typically, the secretary is the registered office provider regulated in Jersey.
Registered Address – Private companies should have a registered office in Jersey, typically provided by a regulated corporate service provider.
General Meeting – Annual general meetings are mandatory but can be held anywhere. The first annual general meeting must be held no later than 18 months from the incorporation of the Jersey Limited company. Thereafter, annual general meetings should be held in intervals not more than 22 months. However, if all the shareholders state it in a written document, the company may waive the requirement for annual meetings.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can be re-domiciled as a Jersey limited company, and vice versa.
Compliance – Limited companies must keep accounting records for 6 years, which may be kept in or outside Jersey.
An annual return must be submitted prior to the end of February each year.
The tax return must be filed within 7 months after the end of the tax year.
An Economic substance return must be submitted if the company is subject to economic substance requirements.
Financial statements do not need to be audited, and they do not need to be filed either.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Mixed (Customary, French civil and Common) Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- - Minimum issued capital
- - Minimum paid up capital
- GBPAny Capital currency
- Anywhere Location of annual general meeting
- 2017 AEOI
Taxes
Tax residency – A company is tax resident in Jersey if it is incorporated in Jersey or its place of central management and control is in Jersey. A company incorporated in Jersey, subject to certain conditions, may be considered as non-resident if it is managed and controlled elsewhere.
Basis – Resident companies are taxed on a worldwide basis, while non-resident entities are subject to tax on their income derived from Jersey.
Tax rate – Corporate tax standard rate is 0%.
- it is registered under the Financial Services (Jersey) Law 1998 to carry out investment business; trust company business; fund services business as an administrator, custodian, or registrar in relation to an unclassified or unregistered fund; or general insurance mediation business as described in either class P or class Q in Part 3 of the Schedule to the Financial Services (Financial Service Business) (Jersey) Order 2009
- it is registered under the Banking Business (Jersey) Law 1991
- it holds a permit under the Collective Investment Funds (Jersey) Law 1988 as an administrator, registrar, or custodian
- it holds either a Category A or Category B permit under the Insurance Business (Jersey) Law 1996, or
- it is a company trading in the provision of credit facilities to customers by way of making any advance or granting of any credit, including (but not limited to):
- the provision, in connection with the supply of goods by hire purchase, leasing, conditional sale, or credit sale, of credit in instalments for which a separate charge is made and disclosed to the customer, and
- any assignment to the company of an advance or credit repayable by the customer to a person other than the company.
A 20% tax rate applies to Jersey-based utility companies, such as telephone, gas, and electricity companies. Additionally, income from Jersey real estate, including rental income, property development profits, and income from exploiting Jersey land (e.g. quarrying activities) is subject to tax at 20%. Companies involved in oil importation and supply are also taxed at 20%. As of 1 January 2022, a company in the cannabis industry (i.e. one that cultivates cannabis plants, processes cannabis plants for any purpose, or distributes, sells, or further processes cannabis plants that have been cultivated or processed) is also subjected to the 20% tax rate.
Large corporate retailers are also in scope of the standard 20% tax rate.
Capital gains - Capital Gains are exempt from taxation.
Dividends - Dividends received from resident entities are generally subject to tax at applicable rates. Dividends received from foreign entities are usually tax-exempt.
Interests - Interest income is taxed at applicable rates.
Royalties – Royalty income is usually subject to taxation at applicable rates.
Foreign-source income – Foreign-source income is usually taxable at applicable rates. Tax credits for foreign tax paid are usually available up to Jersey tax payable.
Withholding taxes – There are no withholding taxes in Jersey.
Losses – Losses arising from taxable income may be carried forward indefinitely. Carryback of losses is permitted under certain circumstances.
Inventory – Inventories are usually valued at the lower of cost or net realizable value valuation. First in first out method (FIFO) is permitted, but the Last in first out method (LIFO) is not allowed for taxation purposes.
Anti-avoidance rules – Jersey has not enacted transfer pricing regulations, but an anti-avoidance provision in tax law may be applied by the Comptroller of taxes if a transaction leads to avoidance or reduction of Jersey income tax.
Thin capitalization and controlled foreign companies rules are not applicable.
Labor taxes – Employers are required to make contributions to the Social security fund at 6.5% on resident employees’ income up to GBP 4,150 per month, above this amount a 2% apply on monthly salary up to GBP 13,828.
For their part, resident employees are required to make contributions to the Social security fund at 6% on their income up to GBP 4,150 per month.
Personal income tax – An individual is tax resident in Jersey if he or she spends six months in the island in a year, or maintains his or her place of abode in the island or visits the island year on year for a substantial period of time.
Individuals ordinarily residents are liable to tax on their worldwide income, while residents but not ordinarily residents are subject to tax on their Jersey-source income and their foreign income remitted to Jersey.
Non-residents are taxed on their income arising in Jersey, except for interests, dividends, and profits from Jersey companies and bank interests.
Income is taxed at the lower of 20% on net income or progressive rates up to 26%.
Capital gains are not taxable.
Other taxes – The standard rate of GST is 5% (VAT) and generally applies to supplies of goods and services made to Jersey customers. Companies with taxable supplies of more than GBP 300,000 per annum are required to register for GST.
Customs duties apply for goods imported from outside of the European Union.
A Stamp duty from 0% to 8% applies on the transfer of Jersey real property.
There are no additional property taxes more than the 20% income tax payable from rental or development of land and property.
There are no inheritance and wealth taxes in Jersey.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 0% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- Indefinitely Losses carryforward (years)
- 6.00% Social Security Employee
- 6.50% Social Security Employer
- 20% Personal Income Tax Rate
- 5% VAT Rate
- 0 Tax Treaties
Country details
The Bailiwick of Jersey is a British Crown Dependency located in the English Channel, to the west of the coasts of Normandy, France. The territory comprises the island of Jersey (which constitutes the greater part) and a series of uninhabited archipelagos such as Les Minquiers, Les Écréhous, and Les Pierres de Lecq among others. Jersey is part of the archipelago of the Channel Islands, which also includes the Bailiwick of Guernsey.
Although the island is not part of the United Kingdom, neither the European Union nor the European Economic Area, its international representation, defense, and good governance is the responsibility of the Government of the United Kingdom.
It has a population of approximately 100,000 people and the capital is Saint Helier.
The native population has as its mother tongue a Norman subdialect of French. But today English is the most widely spoken language.
The head of government is an elected administrator called Bailiff, and the head of state is the lieutenant governor, who is appointed by the king or the queen of England.
In accordance with Protocol 3 of the UK's Accession Act (1972), it belongs to the European Union Customs Union, thereby benefiting from the free movement of industrial and agricultural goods.
As a member of the Common Travel Area (CTA), the free movement of citizens of the European Economic Area is also permitted.
Jersey issues its own notes and coins, the Jersey Pound (JEP), which circulate along the pound sterling and have the same value.
Jersey has one of the highest GDP per capita in the world.
Like Guernsey, the island of Jersey is based on financial services, tourism & hospitality, retail and wholesale, construction and agriculture. Financial services contribute about sixty percent of the island's economy, and the island is recognized as one of the main offshore financial centers.
The main agricultural products are potatoes and dairy products. Jersey's milk source is a small breed of cow that has also been recognized (though not generically) for the quality of its meat. On a small scale, the production of organic meat has been reintroduced in an effort to diversify the industry.
Services
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