Ready-Made Shelf Companies in Jersey: Buying an Off the Shelf Company

What a Shelf Company in Jersey Is

A shelf company in Jersey, also sold as a ready-made, ready or off the shelf company, is a private company limited by shares under the Companies (Jersey) Law 1991 that has never traded and is held until a buyer takes it over. The Jersey Registry has its own term for it: a reserved company, which the JFSC describes as a pre-incorporated company that has been registered but has not yet traded or conducted any business, kept by corporate service providers for clients who want to start operating quickly. Only JFSC regulated service providers may use the Registry’s Reserved Company nature of business, so a reserved company sits with a registered trust company business until it is sold.

What you buy is the existing incorporation. The company keeps its registration number, its date of incorporation and, until you change it, its name, while its shares, its board and its beneficial owners change hands. Registering a new company instead is explained on our page on Jersey company formation.

What Passes to the Buyer of a Jersey Reserved Company

Item	After the purchase
Registration number and date of incorporation	Unchanged. Under Article 9 of the Companies Law the certificate of incorporation is conclusive evidence that the company was incorporated
Name	Kept, or changed by special resolution filed through myRegistry within 21 days; the new name takes effect when the Registrar issues an altered certificate
Memorandum and articles	Kept; check whether it is a par value or a no par value company and how many shares it may issue before any new shares are needed
COBO consent	The consent to issue shares granted at incorporation stays with the company; read its conditions
Revenue Jersey registration	The tax identification number and tax reference issued automatically after incorporation remain; every return due since then should have been filed, even at 0%
Registered office, secretary and nominated person	Usually supplied by the seller’s trust company business; kept if you stay with it, replaced if you move the company
GST	Normally no registration, which only becomes compulsory at £300,000 of taxable turnover in 12 months
Licences, trading record, turnover	None

How the Transfer of a Jersey Shelf Company Works

Step	What happens	Rule
1. Check the company	Registry search by name or number, a certificate of good standing, the register of members, minutes, annual confirmations and tax returns	The public register shows members, shares and directors
2. Registry approval	The provider applies for the Registry’s approval of the transfer of the reserved company; the Registry assesses the incoming beneficial owners and controllers and the intended activity	JFSC Sound Business Policy and Registry Processing Statement
3. Share transfer	Seller and buyer sign a written instrument of transfer, or follow the method set by the articles; no notary takes part	Companies Law, Art 42; a refusal must be notified within 2 months
4. Register of members	The company enters you in its register, kept in Jersey, and prepares your share certificate	Art 50: certificate ready within 2 months of lodging
5. Board	Your directors are appointed and the seller’s resign; a secretary is kept or appointed	Directors 18 or over; a sole director may not be the secretary
6. Associated parties	New beneficial owners, controllers, directors and secretary filed in myRegistry	Within 21 days of the company becoming aware (Disclosure Law 2020, Art 4)
7. Activity and name	A change of activities form with its Sound Business Policy question, and if wanted a change of name	Special resolutions filed within 21 days
8. Next annual confirmation	Shows you as member with the current share capital	Between 1 January and the end of February

The approval step is what sets Jersey apart. The Registry looks at incoming owners much as it looks at founders: solvency, politically exposed persons, residence in a higher risk country, Jersey sanctions, and whether the planned activity appears in the Sound Business Policy, in which case it does not guarantee a fast-track service. Since the Disclosure Law took over beneficial ownership reporting, an ordinary Jersey company no longer needs prior consent for a change of owner and simply reports it within 21 days, but the transfer of a reserved company is still an application for the Registry’s approval. A company whose registered office is held by a local resident rather than a trust company business can also carry a COBO consent that requires prior approval of any change of owner.

Stamp Duty and Taxes When You Buy a Jersey Company

Jersey charges no stamp duty on a transfer of shares: its stamp duty law of 1998 lists no duty on one. The only tax on share transfers is land transaction tax, which the buyer pays where the shares confer a right to occupy land in Jersey, and a company may not register such a transfer until it sees the LTT receipt. A reserved company owns no land, so LTT does not arise.

What can change with the new owners is the company’s tax residence. A company incorporated in Jersey keeps its Jersey residence and the 0% standard rate unless its central management and control moves to a country whose top company rate is 10% or more and that country treats it as resident, so a buyer who intends to run the company from home should check that country’s rules first. If the company is to hold shares, finance group members or own intellectual property, it also falls under the economic substance law once it earns income from that activity.

Why Buy a Ready-Made Company in Jersey, and When Not To

The case is narrower here than in many countries. The JFSC states that a new incorporation is approved within 2 hours to 5 days depending on the service level and the risk factors, and the transfer of a reserved company is reviewed by the Registry too, so little time is saved. What a shelf company does give you:

• an earlier date of incorporation, for a counterparty, supplier or bank product that asks how long the company has existed;
• a company already registered with Revenue Jersey, with its registered office, secretary and nominated person in place;
• a company that exists today when a transaction needs a Jersey party at short notice.

What it does not give you is a trading history, accounts showing turnover, a GST number, a licence, substance in Jersey or, by default, a bank account. Nor can its age be adjusted, because the Registry records the real incorporation date. If the date does not matter to anyone you deal with, form a new Jersey company with the name and articles you choose.

Jersey, Guernsey and Other Off the Shelf Offshore Companies

Jersey is outside the European Union and outside the United Kingdom, with its own company law, registry and tax system, so a Jersey shelf company is not a European ready-made company in the EU sense and EU directives do not reach it. Its treaty network is narrow: a short list of full double taxation agreements, among them the United Kingdom, Guernsey, the Isle of Man, Luxembourg, Malta, Cyprus and Singapore, plus partial agreements and tax information exchange agreements. Guernsey is a separate jurisdiction with its own registry and rules, described on our page on ready-made shelf companies in Guernsey. Compared with an off the shelf offshore company from a zero-tax register, a Jersey company files an annual confirmation and an annual tax return and has its owners recorded centrally.

Shelf Company or Continuance into Jersey

Some buyers want an older Jersey company because they need corporate history rather than a date. If you already own a company abroad, there is a second route: continuing it into Jersey. A continued company is not a new legal person; it keeps its identity and its past and receives a Jersey certificate of continuance from the Registrar. A shelf company is the opposite case, with age but no history at all. The continuance procedure is set out on our formation page.

Jersey Shelf Companies with a Bank Account

If a Jersey shelf company you are offered holds a bank account, the account belongs to the company and stays with it through the share transfer, but the bank reviews the new owners, directors and signatories and may keep the account, ask for more or close it. In Jersey that review is demanding. The island business products of the main banks are designed for owners and directors who live in the islands, and a company run from abroad is generally banked through an account that its Jersey administrator introduces. Before signing, ask whether the bank knows of the planned sale and what it will want from you, and remember that money held by a company is outside the Jersey depositor compensation scheme. Published bank rules are on our page on bank accounts for Jersey companies, and the mechanism in general on shelf companies with bank accounts.

How We Help Buyers of Jersey Companies

We supply ready-made Jersey companies and also form new ones. For a purchase we prepare the share transfer, the board resolutions and the Registry filings, help you put together the bank application and, where we have a working contact at a suitable bank, make the introduction; whether an account is opened or kept is the bank’s decision alone. The nominated person, the secretary and any director or nominee shareholder you want after the purchase are supplied only by a JFSC-registered trust company business, because Jersey treats each of those roles as regulated business; a director so appointed is bound by Article 74 of the Companies (Jersey) Law 1991 like any other, and the change of beneficial owner is reported to the Commission’s central register, which is not public. More on the island is on our Jersey page.

Frequently Asked Questions about Jersey Shelf Companies

How do I buy a shelf company in Jersey?

Choose a reserved company and check its record at the JFSC Registry. The provider applies for the Registry’s approval of the transfer, and the Registry assesses the incoming owners and the planned activity. Seller and buyer then sign a written instrument of transfer, the company enters you in its register of members, your directors replace the seller’s, and the new beneficial owners and officers are filed in myRegistry within 21 days. No notary is needed.

Does the JFSC have to approve the purchase of a Jersey shelf company?

Yes, for a reserved company. The JFSC’s Sound Business Policy and its Registry Processing Statement both apply to applications for approval of the transfer of a reserved company, so the Registry assesses the incoming owners for risk factors such as politically exposed persons, sanctions and higher risk countries, and checks the planned activity. An ordinary change of owner in other Jersey companies is only reported within 21 days.

Is there stamp duty on buying a Jersey company?

No stamp duty applies to a transfer of shares in a Jersey company. The one exception is land transaction tax, charged to the buyer when the shares give a right to occupy Jersey land, and a company cannot register that kind of transfer without the LTT receipt. A reserved company holds no land, so its transfer bears no transfer tax.

Can a non-resident buy a ready-made company in Jersey?

Yes. Members and directors can be of any nationality and live anywhere, and the share transfer can be signed abroad. What stays in Jersey is the registered office and the nominated person, usually the trust company business that administers the company. Banking is the harder part, because the main island business accounts are for residents of the islands, so a company run from abroad is typically banked through an account its administrator introduces.

Can I change the name of a ready-made Jersey company?

Yes. The members pass a special resolution, or use another method the articles provide, and it is filed through myRegistry within 21 days. The JFSC checks the new name, which must end in Limited, Ltd or an equivalent ending, and the Registrar issues an altered certificate of incorporation, from which the new name takes effect. The registration number and incorporation date stay the same.

Is an off the shelf company in Guernsey the same as one in Jersey?

No. Guernsey and Jersey are separate Crown Dependencies with their own company laws, registries and tax authorities, even though both sit in the Channel Islands. A Jersey company is registered by the JFSC under the Companies (Jersey) Law 1991, while a Guernsey company belongs to the Guernsey Registry, so a buyer chooses one island and follows that island’s transfer rules.