On 21 January 2026, the States of Jersey adopted the Companies (Jersey) Amendment Law 2026 — a substantial package of reforms to the Companies (Jersey) Law 1991, which will come into force in June 2026. Despite the breadth of the amendments, their underlying rationale is straightforward: to remove outdated formalities, codify practices long adopted by businesses in practice, and ensure that the Jersey company remains a practical and effective vehicle for modern corporate structures.
Among the numerous changes introduced, several reforms stand out as having a systemic, rather than merely cosmetic, impact.
First, the legislator has abandoned artificial restrictions that no longer serve a meaningful purpose. Public companies will no longer be required to have at least two members, and private companies will no longer automatically lose their private status upon exceeding the threshold of 30 shareholders. Historically, these rules operated more as signalling mechanisms than as genuine safeguards. Their removal eliminates unnecessary regulatory consequences, including mandatory audit requirements and financial statement filings. For companies with a broad investor base, this allows private status to be retained without the need for structural reorganisation.
Equally notable is the revised approach to share capital. The requirement for par value companies to specify an authorised share capital has been removed. This aligns their treatment with that of no par value companies and removes the need to continually amend constitutional documents to reflect operational realities. At the same time, shareholders retain the flexibility to impose such limits where there is a commercial or investment rationale for doing so.
Particular attention should be given to reforms aimed at ensuring continuity of management. The death of a sole member and director will no longer paralyse a company or force successors to apply to the court. Where the articles of association contain no relevant provisions, the power to appoint a new director will pass to the deceased’s executor or personal representative. This is a targeted but highly practical amendment that addresses a genuine regulatory gap.
Another significant area of reform concerns corporate reorganisations. The law now expressly confirms the principle of legal continuity on the migration of companies into Jersey and clarifies that such a company is not treated as having been dissolved. In addition, a de minimis threshold has been introduced for creditor notifications in the context of mergers and migrations, with notice required only for liquidated claims exceeding £25,000. This materially simplifies procedures that were previously delayed by the need to notify creditors with purely nominal claims.
The amendments also reflect a shift away from strict formalism in cases of technical non-compliance. Directors are now permitted to ratify share buybacks, redemptions and distributions that were effected with formal defects, provided the company is solvent. Regulation therefore moves toward a substance-over-form approach: where the economic reality of a transaction is sound and creditor interests are protected, court intervention is no longer automatically required.
For international groups, the introduction of merger relief provisions modelled on the UK Companies Act 2006 is a particularly strong signal. Jersey offers a flexible and, importantly, optional regime for intra-group reorganisations, applicable to both par value and no par value companies. This further underlines the jurisdiction’s focus on complex corporate structures and M&A transactions.
Modern expectations of digital corporate governance have also been addressed. The law expressly recognises electronic share transfers, electronic seals, remote participation in meetings and electronic voting mechanisms. Crucially, these tools are not imposed on a mandatory basis but operate subject to the company’s constitutional arrangements, preserving contractual freedom.
In the area of sanctions and director liability, Jersey has adopted a firm but predictable approach. A director who becomes subject to UK sanctions is automatically removed from office, and liabilities incurred by the company as a result of actions taken during the period of disqualification may give rise to personal liability. This sends a clear message regarding corporate compliance standards.
Overall, the Companies (Jersey) Amendment Law 2026 does not seek to rewrite Jersey company law from first principles. Its strength lies in its selectivity. Legislative intervention is targeted at areas where the law had fallen behind practice, while mechanisms that continue to function effectively have been left intact. This approach helps explain why the Jersey company remains a vehicle of choice for international corporate structures.
This material is provided for general information purposes only and does not constitute legal advice.