On 21st January 2026, The States Assembly adopted the Companies (Jersey) Amendment Law 2026, bringing a slew of amendments for the Companies (Jersey) Law 1991. Key amendments to the law centered around modernisation and flexibility, clarification of process and alignment with current working practice.

Ultimately, these changes are far greater than mere cosmetic updates; they affect how companies are formed, maintained, governed and documented. While these modifications are largely technical updates, they have real operational impact on trust and corporate service providers.

The amendments to the law will be formally in effect from 1 June 2026 (or 7 days after registration, whichever comes later), but for in-house counsel and company secretarial professionals, the time to act on these changes is now.

In lieu of a summary, below is a practical guide to approaching these changes and the impact that they will have on day-to-day administration and structuring.

Key Operational Changes

Member Numbers and Company Status

What’s changed:

The 30-member threshold for private companies is abolished. From 1 June 2026, a company will only be treated as public if it circulates a prospectus, is market-traded, or is equivalently regulated.

Status of existing companies:

Existing companies that were treated as public solely because they exceeded 30 members will automatically revert to private company status on 1 June 2026 in accordance with new Article 17AA(1). No application or JFSC consent is required for this automatic change.

Key Actions:

• Portfolio review: identify any managed entities currently treated as public solely due to member numbers (e.g., family vehicle that crossed 30 members but has never issued a prospectus)
• For each identified entity, confirm they will automatically revert to private status on 1 June 2026
• Update internal records and filing obligations to reflect automatic private company status from 1 June
• Remove 30-member references from standard articles and internal procedures
• Going forward: structure new incorporations without member number constraints

Share Capital and Transfer Procedures

Authorised Share Capital (Par Value Companies)

What’s changed:

Par value companies no longer need to state authorised share capital in the memorandum. Companies can alter share capital “by any means” via special resolution, subject to Part 12 requirements for capital reductions.

Key Actions:

• Update standard memoranda for par value companies to remove authorised capital clauses
• No action needed on existing entities unless undertaking a capital restructure

Electronic Share Transfers

What’s changed:

Articles of association can now permit share transfers without written instruments. If articles allow, transfers can be effected by email, electronic signature platforms, online platforms, or any other method specified in articles.

The traditional written instrument requirement remains unless articles specifically permit alternatives.

Key Actions:

• Decide: Enable electronic transfers in your standard articles?
• Consider: High-volume transfer entities (employee schemes, beneficiary distributions)?
• Consider: Can your KYC and authentication procedures handle electronic transfers?

If enabling:

• Update standard articles to permit specified electronic methods
• Draft electronic transfer templates and workflows
• Document authentication and verification procedures
• Train company secretarial teams

If not enabling:

No change to current practice

Share Register Corrections

What’s changed:

Article 47 is being amended to allow for rectification of errors in the register of members without application to the court, providing that such a rectification does not adversely affect a person without their agreement. This is primarily to allow for “manifest errors” (i.e typos, duplicate entries, wrong dates etc.) to be corrected quickly and efficiently. Substantive disputes about ownership will still require court involvement.

Key Actions:

• Draft register rectification procedure distinguishing manifest error from dispute
• Create consent form template
• Update board minute templates
• Train company secretarial teams on when court approval remains necessary

Solvency Statements and Distributions

Signature Requirements Clarified

What’s changed:

The requirements as to which directors must sign a solvency statement in various situations have

been generally revised to clarify that former directors do not have to sign the statement (including

if they leave office in the period between the approval of an action and the signing of the solvency

statement).

This applies to solvency statements for share redemptions, share purchases, capital reductions, distributions, and protected cell transactions.

Key Actions:

• Update all solvency statement templates to reflect who must sign
• Brief administration teams on the clarified requirements

New Ratification Mechanism

What’s changed:

If a redemption, purchase, or distribution was made without a required solvency statement (or with a defective one), directors can now ratify the transaction by making a fresh solvency statement confirming the company was and is solvent.

It’s important to note that this is not permission to defer solvency statements. It is a remedial tool for genuine technical errors. Directors who make solvency statements without reasonable grounds commit an offence punishable by up to two years imprisonment or fine. This applies to both original statements and ratification statements.

Key Actions:

• Update redemption/distribution resolutions to emphasise solvency statements are mandatory before proceeding
• Create separate ratification templates for technical breaches only
• Add brief guidance note: ratification is for technical errors only
• Train administration teams on when ratification is appropriate
• Brief directors on personal liability for solvency statements

Director Indemnities and Conflicts

Expanded Indemnity Provisions

What’s changed:

Article 77 (indemnification of officers) has been substantially rewritten to cover a broader range of liabilities; permit indemnification for actions taken for other entities at the company’s request; and allow advancement of defence costs before proceedings conclude, subject to an undertaking to repay if indemnity is ultimately not available. Directors and secretaries can enforce indemnity provisions in articles directly as third-party beneficiaries.

It’s vital to ensure indemnity wording in articles, D&O insurance coverage, and director service agreements align. If articles permit advancement but insurance doesn’t cover it (or has tighter conditions), clarify liability allocation in service agreements.

Key Actions:

• Review D&O policies with your broker
• Identify any gaps between article provisions and insurance coverage
• Consider policy amendments if gaps exist
• Review indemnity clauses in standard articles
• Update service agreements for supplied directors to clarify advancement terms and liability allocation
• Create approval procedures for advancement decisions
• Draft undertaking form for cost advancement
• Create board approval minute template for advancement decisions

Director Conflicts Disclosure

What’s changed:

Directors are no longer required to record disclosed interests in board minutes. Additionally, directors can give general notice of interest (e.g., “I am interested in all entities in Group X”) rather than transaction-by-transaction disclosure. Disinterested director ratification is now available: a majority of disinterested directors can ratify a disclosure failure (as an alternative to shareholder special resolution). While not legally required, recording disclosed interests in minutes remains best practice for fiduciary providers to evidence proper decision-making processes.

Key Actions:

• Decide whether to continue minuting disclosed interests as practice (recommendation: continue for evidential purposes)
• Create general notice of interest form
• Create disinterested director ratification minute template
• Update board minute templates to reflect your chosen practice
• Train directors on when general notice is appropriate
• Train board services on how to document general notices and ratifications

Class Rights and Voting

Class Rights Variations

What’s changed:

Articles can now specify what does and does not constitute a variation of class rights. This allows companies to define upfront when class consent is required, reducing disputes in reorganizations where economic rights are rebalanced between classes.

Key Actions:

• Decide: Include class rights definitions in standard articles?
• Consider: Do you administer multi-class structures where this clarity would help?
  • If yes: Update standard articles with appropriate definitions

Direct Voting

What’s changed:

Articles can permit direct postal or electronic voting at general meetings, as an alternative to attending or appointing a proxy.

If articles permit direct voting:

• A direct vote cast after appointing a proxy revokes the proxy’s authority
• A proxy appointed after casting a direct vote cancels the direct vote
• Attending the meeting doesn’t cancel a direct vote unless notice is given to the chairman

Key Actions:

• Decide: Permit direct voting in standard articles?
• Consider: Would this benefit the types of structures you administer?
  • If yes: Update standard articles and train meeting chairs and secretaries on interaction between direct votes, proxies, and attendance

Other Procedural Changes

The following changes affect specific situations but may not require immediate action.

Mergers and continuances:

Creditor notification threshold has been increased from £5,000 to £25,000.

Separate class consents removed for certain mergers.

Continuance procedures have been simplified.

Schemes of arrangement:

Headcount test removed (only 75% voting rights required).

Public company accounts:

New exemptions for equivalently regulated companies (those listed on prescribed overseas exchanges).

Key Actions:

• Update merger/continuance checklists if you handle these transactions
• No action needed on schemes (you’ll most likely be advised by counsel on specific transactions)
• Update public company filing procedures to reflect new exemptions

Implementation Timeline

Although changes are not formally in effect until June 2026, the official release of these updates marks the beginning of a vital transition period. Assuming “business as usual” during this time can leave companies unprepared and create compliance gaps. Instead of biding their time, here is the timeline that businesses should be following.

Now – 15 March 2026

From now until mid-March, companies should be making some key decisions that will inform their actions moving forward. Key considerations include:

• Will they enable electronic transfers in standard articles?
• Will they include class rights definitions?
• Will they be enabling direct voting?
• In regards to minuting conflicts, will they continue as practice?
• What will the approval process be for cost advancement?

Now is also the time to do an insurance review. Businesses should take care to review D&O policies with their broker, identify coverage gaps, and consider amendments in regard to the Companies (Jersey) Law 2026.

16 March – 30 April 2026

Following the initial period of intentional decision-making, businesses should take the remainder of March and April to focus on precedent updates.

1 – 31 May 2026

Now that practical amendments have been made to update company precedent, businesses should focus on training relevant teams appropriately. Notably:

Board services should be trained on registering corrections, solvency ratification, and voting mechanics (if/when applicable).

The company secretarial should be trained on electronic transfers (if/when applicable), new thresholds, and signature requirements.

Directors should be trained on personal liability for solvency statements, indemnity scope, and conflicts.

1 June 2026

From the 1 June 2026, the law is in force. All updated precedents and procedures operational. Below is a simple precedent checklist for businesses to consider over the next few months.

Precedent Checklist

Responsibilities

Updates to company law have impacts across the business. Key teams who should be aware of and on top of these changes include general counsel, legal teams, the company secretarial, compliance leaders and board services.

Considering in Context

These amendments come following a larger pattern of wider regulatory modernisation in Jersey. This direction of travel indicates a broader shift towards clarity, flexibility and efficiency in the Jersey regulatory sector. Importantly, these changes position administrators as key enablers of the system, not just processors.

While daunting, these amendments are manageable with the correct preparation. It’s vital that businesses treat this as the operational update that it is, rather than just a legal one. Firms with complex structures or bespoke arrangements may want to consider early legal input to avoid friction down the line.

For questions on implementation, or if you need assistance with precedent review and redrafting, D&O insurance gap analysis, training materials or delivery, please contact rory@fgc.law.