Jersey Company Restoration

If your Jersey company has been dissolved and you need to recommence  business, or reclaim assets, we can arrange a Jersey company restoration for you.

It may be reinstated upon the submission of a Representation to the Royal Court which should be delivered to the Commission in draft prior to a formal ex-parte application to the Royal Court.

It is important to note that if a company is to be restored, it will be necessary for the missed Annual Returns to be submitted, together with the associated filing fees/late filing fees.  There will also be the requirement to submit all missing tax returns.

Jersey Company Restoration fees

Reinstatement of a Jersey Company

The procedure which governs the reinstatement of a dissolved Jersey limited company is contained in Article 213 of the Companies (Jersey) Law 1991.

213 Power of court to declare dissolution of company void

(1) Where a company has been dissolved under this Law or the Désastre Law, the court may at any time within 10 years of the date of the dissolution, on an application made for the purpose by –

(a) a liquidator of the company or

(b) any other person appearing to the court to be interested, make an order, on such terms as the court thinks fit, declaring the dissolution to have been void and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.

A company that has been struck off may be reinstated within 10 years of its striking off date. The Royal Court may, on the application of an interested party, make an order, on such terms as the Court thinks fit, declaring the dissolution to have been void.  All property and liabilities that the company had before being struck off would be reinstated.

Application for Reinstatement

An application to reinstate a company must be made to the Judicial Greffier  by a person, a former shareholder, a beneficial owner, a director or a secretary of the company within ten years of the date of dissolution.

It is important to note that it is not possible to restore a company that has been dissolved for more than 10 years.

The Jersey Financial Services Commission and the Income Tax Comptroller must both provide their consent to the Reinstatement.

The applicant will firstly need to find out from the JFSC what annual returns are outstanding, fees required for filing, late fees, interest and what the costs of considering the application will be and a draft of the Representation should also be sent to the JFSC for consideration.

We will also need to find out from the Comptroller whether there are any outstanding tax liabilities of the company. All outstanding annual returns, taxes, fees required for filing, late fees and interest should be paid to the JFSC and the Comptroller respectively before the application is lodged with Greffier.

Once the relevant consents are received, the Representation can be lodged with the Greffier. The Representation must include:

• Details of how the company came to be dissolved or struck-off
• Why the company needs to be restored to the Register of Companies
• Information concerning the current activities of the company (if any); and
  letters received by the applicant from the JFSC and the Comptroller confirming that they have no objection to the application.
• The Representation needs to be signed by a Jersey advocate for and on behalf of the applicant or by the applicant. The Representation does not require an appearance before the Royal Court.

If the application is granted, a court order will be issued by the Royal Court. The Reinstatement will come into effect on the date the Act of Court is issued and the dissolution of the company will be declared void.

The Royal Court has the power to include in the Act of Court such orders, give such directions and make such provisions to place the company in the same position as if it had not been dissolved.

Timing

As regards turnaround times for an application, this ultimately depends on a variety of matters including: the speed of receipt of instructions and due diligence; securing a Trust Company Business provider willing to administer the restored company upon its restoration; the speed of response from the Comptroller of Taxes and the Jersey Financial Services Commission; and the speed of response of the Judicial Greffier, who will ultimately consider the application.

Procedure

The Greffier will not re-instate a company unless all outstanding fees, interest, costs, taxes and any other amounts have been paid to the relevant Jersey authorities. Any outstanding annual returns and other outstanding documentary requirements must also be completed and filed.

The JFSC will also require:

• details of the beneficial owner(s) of the company’s shares with their full name, date of birth, occupation and residential address and details of the Company’s activities;
• confirmation that none of the beneficial owners(s) has, in any part of the world, been declared bankrupt or been a director of, or otherwise concerned in the management of, a company which has been subject to an insolvent liquidation or been the subject of a Judicial enquiry; and

The Jersey registry will require:

• A copy of the confirmation issued by the Comptroller of Income Tax that he has no objection to the company being reinstated (the Judicial Greffe requires the original);
• Confirmation that the company’s registered office is at registered office and that it will continue to be at that address after the company’s is reinstated.

Judicial Greffe

A company is re-instated under Article 213 of the Companies (Jersey) Law 1991, as amended, as set out below:-

Where a company has been dissolved under this Law, the Desastre Law or the Laws repealed by Article 223, the court may at any time within 10 years of the date of the dissolution, on an application made for the purpose by a liquidator of the company or by any other person appearing to the court to be interested, make an order, on such terms as the court thinks fit, declaring the dissolution to have been void and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not
been dissolved.

Thereupon such proceedings may be taken which might have been taken if the company had not been dissolved.

The person on whose application the order was made shall within 14 days after the making of the order, deliver the relevant Act of the court to the registrar for registration.

The Applicant, usually a law firm, will apply to the Jersey Financial Services Commission and the Income Tax Department to request that the Company be re-instated onto the Register of Companies.

JFSC and Income Tax will then carry out a search and produce a letter stating that they have no objections to the re-instatement. The Applicant will then submit a Representation to the Judicial Greffier.
We will automatically send a copy to JFSC. Certain information needs to be contained in the Representation, as follows:-
The Representor s name;
Whether there is a shareholder;
The Company name which is to be re-instated;
The Company number;
When the Company was incorporated;
What the Company does and whether it holds any shares/buildings/boats etc;
When the company was dissolved and why;
Why the Company needs to be reinstated; and
That the JFSC and Income Tax have no objection to the reinstatement of the Company.
The Judicial Greffe will produce an Act of Court once we receive the original signed Representation, Court Stamps, the letters from JFSC and Income Tax and if necessary, a cover letter. We will send to you a signed and sealed Act of Court and the same to JFSC.