What is a registered office address? We are one of the UK’s leading company service … The company will thus maintain a share capital account and (where the shares are issued at a premium) a share premium account. All UK registered Limited Companies (LTD) and Limited Liability Partnerships (LLP) can use our address for privacy. A company which uses any of the above may, in setting out or using its name for any purpose under the Companies Law, do so in full or in the abbreviated form. Financial penalties are imposed for late filing of an Annual Return and failure to file could result in the company being struck-off the Companies Register. It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of a private company in Jersey and it is not intended to be comprehensive in its scope. As regards distributions, however, a no par value company is additionally permitted to make a distribution out of its stated capital account. These features, coupled with a tax neutral environment, enable Jersey companies to be structured to meet a wide variety of business purposes, from commercial trading and joint ventures to investment holding vehicles. The secretary’s duties are principally the keeping of minutes of directors’ and shareholders’ meetings, maintenance of the register of shareholders, recording transfers and the new issues of shares, maintenance of the register of directors and ensuring that the statutory requirements such as filing of the annual return (see below) are fulfilled. the fact that there is no limit on the liability of the company's members (for an unlimited company). IQ EQ Fund Services (Jersey) Limited IQ EQ Fund Services (Jersey) Limited is a limited company incorporated and registered in Jersey, Channel Islands (registered number 65587). Independent legal advice is advised where there is any uncertainty. map or directions. In the ordinary course, the Certificate of Incorporation will be issued within two days of application for incorporation. This zero rate of income tax applies to virtually all companies unless the company is managed and controlled in a jurisdiction outside Jersey (see below), or an exception applies. Real Estate Structuring, Acquisitions and Disposals, Corporate and Financial Services Disputes, Real Estate, Infrastructure and Energy Funds, Accounting and Financial Reporting Services, Property law - buying, selling, financing, Offshore relocations – relocating your business, Offshore relocations – relocating your family, To the point: Bringing the Ogier brand to life. COPYRIGHT © 2015 - Holl Cameron & Co Limited, Accountancy, Taxation & Advisory Services, Company Formation & Administration Services. Distributions by a par value company are permitted from any source (other than the capital redemption reserve or the nominal capital account) without the need to obtain either shareholder or Court approval for a reduction of capital. A public company is required to hold an AGM each year and its first AGM shall be held within 18 months of incorporation. Annual accounts are required to be prepared within ten months of the end of the company’s financial year and should be made available to shareholders. Includes the Service Address for Directors! However, it is possible to achieve an effect similar to transferability on delivery by the use of bearer depositary receipts. How Do I Change My New Jersey Registered Agent? Ours is the only firm to advise on these five laws. Ordinary shares may be converted into redeemable shares provided a class of non-redeemable shares remains in issue. A register of directors must be maintained at the registered office which is open to inspection by the shareholders and the Registrar but, in the case of private companies, such information is not a matter of public record. The Companies Law requires a company to maintain accounting records which are sufficient to show and explain its transactions and disclose with reasonable accuracy the financial position of the company. From fund administration and establishing a holding company, to private wealth management and corporate administration, we understand every client is unique and so we leave ourselves free to be tailored to your needs. If all the shareholders entitled to attend and vote at the AGM so agree, an AGM may be held on shorter notice. Why Ocorian in Jersey? A Jersey company may be exclusively tax resident in a jurisdiction outside Jersey provided that: The exceptions to the standard zero rate are: No stamp duty is payable on the transfer of shares in a Jersey company, and there is no corporation or capital gains tax in Jersey. Any change in location must be notified to the  Registrar. Where the proposed ultimate beneficial ownership is widely diffuse (that is to say no individual by himself or in concert with any associates will control more than 10% of the shares), the Registrar may be willing to relax the disclosure requirements. None of the major corporate agents are. We regularly win awards for the quality of our client service, our work and our people. Regulated by The Jersey Financial Services Commission in the conduct of Trust Company Business. In the case of a par value company, monies payable on the redemption or buy back of  shares may be funded from any source (other than the capital redemption reserve or the nominal capital account) including capital. The notice period for calling an AGM is 14 days. Even if a company is a relevant private company, the requirement to hold an AGM can be waived by written agreement of all the shareholders. The directors owe a fiduciary duty to the company to act honestly and in good faith with a view to the best interests of the company. Ogier is able to provide standard form memorandum and articles of association for consideration prior to incorporation of a company. Read more here.] You will need to do this via the Easy Company Registry. A company is required to have its registered office at an address in the Island, which must be notified to the Registrar at the time of its incorporation. The accounts must be prepared in accordance with generally accepted accounting principles and specify the accounting principles adopted. An informal indication as to whether a name is likely to be approved can usually be obtained within 24 hours and formal confirmation will be obtained shortly afterwards. This guidance has been produced to remind companies of the requirements for a registered office and, in particular, guidance regarding the use of a PO Box address. A company is required to file with the Registrar a copy of any special resolution passed by its shareholders. We provide postal services 6 days a week across Jersey, to the Channel Islands and worldwide. CT Corporation has been safeguarding businesses as a professional registered agent since 1892. A relevant private company is one where either provision was made in its articles after the coming into force of the Companies (Amendment No. This briefing has been prepared for the assistance of clients considering incorporating a private company under the laws of Jersey. Vistra is committed to the privacy of information in line with data protection principles, regulatory and legal requirements, and global best practices. This may be of benefit where the guarantor members and the shareholders are to have different rights (such as the right to receive dividends or a distribution upon winding up). Do I have to show the registered office address anywhere? A private company is not required to hold an annual general meeting (AGM), unless it is deemed a relevant private company. ‘’HSCS’’ is regulated by the Jersey Financial Services Commission for the conduct of Trust and Company business. Ordinary Shares - may be further divided into separate classes, each having different class rights. The state of New Jersey's official Web site is the gateway to NJ information and services for residents, visitors, and businesses. Second Floor Charles Bisson House 30-32 New Street St. Helier Jersey JE1 8FT Channel Islands. The Companies (Jersey) Law 1991 (the Companies Law) is a comprehensive modern statute governing all aspects of the formation and administration of private companies in Jersey. As a result of its ongoing legislative and regulatory developments to comply with OECD's anti-money laundering and transparent tax practice initiatives, Jersey has been able to develop efficient infrastructure, systems and practices which have already efficiently facilitated automatic information sharing with the United Kingdom for over a year. e: [email protected] t: +44 … Information on the Vistra Group, its companies, their registered offices and local regulators can be found on the Vistra website at www.vistra.com. However, the body corporate does not need to be a Jersey Company. There can be more than one subscriber and, generally, the memorandum of association is subscribed by two subscribers. Prior to commencing trading, the initial directors of the company, having been appointed by the subscribers to the memorandum of association, will hold the inaugural board meeting to resolve the following: The directors of a company are usually authorised generally to manage its business and to exercise the company’s powers in accordance with the provisions of the memorandum and articles of association and the Companies Law. TMF Group provides the official address of international entities in addition to other available corporate secretarial services as detailed below. If a name is regarded as similar to an existing company, details will be required by the Registrar as to the reason for the similarity and the existing company’s permission for using the name may need to be obtained. While the register of beneficial ownership kept by the Registrar is available to law enforcement agencies and tax authorities on request, it is not publically available. Directors may participate in meetings by electronic means, such as via telephone or video conferencing. This briefing has been prepared for the assistance of clients considering incorporating a private company under the laws of Jersey. Holl, Cameron & Co Limited is registered under Article 15 of the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 as a Schedule 2 business as defined by Article 1 of the Law. The Annual Return must: Annual Returns are available for inspection by the public. The AGM need not be held in Jersey. Any correspondence received at the registered office will be opened and forwarded to the relevant director/shareholder for further action. Jersey private companies must have at least one director. Regulatory information can be found at www.ogier.com. A special resolution is one passed by a majority of not less than two-thirds of shareholders or such greater percentage as specified in the articles who vote in person or by proxy at a general meeting of the shareholders of which not less than 14 days’ notice of the special resolution has been given. Under the new law, which came into force on 6 January 2021, the annual return has been replaced by an annual confirmation statement. The New Jersey registered agent’s primary function is to be available at the address listed as the NJ registered office address during regular business hours. It is the official address of the incorporated company and is … Holl, Cameron & Co Limited is a member firm of the Institute of Chartered Accountants in England and Wales (ICAEW). The name of a private Jersey company should end with ‘Limited’, ‘Ltd’, ‘avec responsabilité limitée’ or ‘a.r.l.’. A company’s statutory records must be kept at the registered office address and the register of members can be inspected by members of the Public having given due notice and paid a fee. Our global network of offices covers every time zone. Jersey Post is the the island of Jersey's trusted letter and parcel delivery service. The individual must be available at the address listed during business hours to sign for documents. This will require each company to carry out an analysis as to what functions need to be carried out in Jersey, which is likely to vary depending on the function and purpose of the company. The total amount of the initial authorised share capital and the par value of each authorised class of share is stated in the memorandum of association. Redeemable Shares - may be issued on the basis they will be redeemable in cash at the option of either the shareholder or the company. Services include: Incorporation and formation agents; Registered office/registered agents financial service companies (defined in the Income Tax Law) which are taxed at 10%; utility companies which are taxed at 20%; and. If you require specific information about incorporating a company in Jersey or professional advice in respect of your particular circumstances or the services we are able to provide, please contact any of the contacts listed on the side of this briefing. A private company must maintain registers of shareholders, directors and secretary at its registered office. The directors who authorise the redemption or buyback will be required to make a solvency statement in a prescribed form. There is no need for a private company’s accounts to be audited, unless this requirement is included in its articles of association. Notify us if you change your registered office. Its Registered Office address is 2nd Floor, Gaspé House, 66-72 Esplanade, St Helier, Jersey, JE1 1GH. Investigate Registered Agent Services ... New Jersey 08628. Following the registration of the memorandum and articles of association of the company, the Registrar will issue a Certificate of Incorporation and, from the date stated therein, the company comes into existence as a legal person. After incorporation, the Company may within a reasonable time unilaterally adopt the contract and become bound by it as if the contract had been entered into by it after its incorporation. Although there is a goods and services tax at a rate of 5 per cent, companies beneficially owned outside Jersey which do not supply goods or services in Jersey will generally qualify for “international service entity” status - effectively bringing them outside the scope of the goods and services tax regime provided that a fee is paid each year. the fact that there is no limit on the number of shares the company may issue (for a no par value company); the number of shares of each class that the company is authorised to issue (for a par value company); the amount which each member undertakes to contribute to the assets of the company upon winding up (for a guarantee company);  or. The street address, called the registered office, must be a physical address in New Jersey. Map It. If it is expected that further beneficial owners will be introduced within six months of the date of incorporation, details of the proposed arrangements need to be provided to the Registrar. From 1 January 2019 the new proposed requirements for an economic substance test for Jersey tax-resident entities applies. The first step, though not compulsory, when incorporating a company is to reserve a proposed company name with the Registrar of Companies (the Registrar) and await formal approval of that name. Your solicitor or accountant may also provide this service. Where a person purports to enter into a contract in the name of or on behalf of a company which has not yet been incorporated, the contract will take effect as one entered into by that person, who will be personally liable under it. In the case of any private company that is required by its articles of association to appoint an auditor it must prepare accounts which “show a true and fair view of” or “present fairly in all material respects” the financial position of the company. We have addresses in Bristol, London, Edinburgh or Belfast. To comply with this statutory requirement, Healy Consultants local business office will be the registered office address for your company. If the company will be involved in the provision of banking, insurance, trust, investment or financial services or certain other sensitive activities, detailed information regarding the proposed activities will need to be disclosed and various other licenses may be required. Record and execute all share transactions updating the share register and issue new share certificates. The chosen name must not be confusingly similar to any existing company (including a UK registered company) or misleading with regard to the company’s intended activities. The Registrar may ask that information regarding ultimate beneficial owners with holdings of less than 10% be provided. The protocol provides that the Treaty of Rome shall apply to Jersey only to the extent necessary in relation to the arrangements for the free movement of  goods. The identity of the ultimate beneficial owners of holdings of more than 10% of the shares in a Jersey company needs to be disclosed on a confidential basis to the Registrar on incorporation. The law requires a company to carry out "all activities related to their business" in Jersey. A P.O. On a winding up, the holder of unlimited shares has unlimited liability to contribute to the assets of the company. The Registered Office Group provide Registered Office and Business Mail Address Services for Companies and Businesses Worldwide.. We also provide Private Mail Address services to individuals worldwide.. We can receive all types of business and private mail and small parcels and forward this world-wide. The benefits of using a Jersey company in terms of company law provisions and tax treatment are extremely wide but generally include separate legal identity, limited liability for shareholders, ease of transfer of ownership and tax status. A no par value company issues shares which are not expressed as having a nominal value. Why You Need a Registered Agent in New Jersey New Jersey requires a registered agent for every corporation, limited liability company (LLC), and limited partnership. These members are obliged, on a winding up, to make a contribution to the assets of the company, subject to an agreed guarantee limit. Draft and present minutes of meetings as appropriate Assist in the drafting of special resolutions, changes in Articles, issuing further shares, appointment of directors etc. The Registrar must be informed of the company’s corporate purposes. Our registered office services include: the use of a local mailing address and a mail forwarding service. The holding of such shares is of particular value to investment funds where a fund manager may want to have shares of the fund available to investors on short notice. Your company's registered office address should appear on your website, and all letters, order forms. If the shares are to be held in a trust, the name of the trust, the names of the trustees and the name and address of the settlor (or instigator) of the trust must also be disclosed. A series of briefings on other aspects of Jersey law has been produced by Ogier; these briefings are available on request. The CJL provides that a company may be formed: 1. as a public or private company (save that a company may not be registered as private if it has more than 30 subscribers, unless the Jersey Financial Services Commission is satisfied that by reason of the nature of the company’s intended activities its affairs may properly be regarded as the domestic concern of its members), and 2. having the liability of all or any of its member… The Island’s special constitutional position has been recognised by the European Union in a protocol (No.3) attached to the United Kingdom’s Act of Accession to the EU. Any changes to beneficial ownership and control will have to be notified to the Companies Registry within 21 days. preparation and submission of annual returns, as directed. Corporate Services are provided by H S Corporate Services Limited (“HSCS”). It is intended to provide only a summary of the main legal requirements and general principles applicable to the establishment of a private company in Jersey and it is not intended to be comprehensive in its scope. There is no minimum authorised or issued share capital requirement under Jersey law. A New Jersey Registered Agent Service specializes in receiving Service of Process (legal mail) on behalf of your LLC. When our Client engages Healy Consultants for providing legal registered office services, our client can place Healy Consultants’ office address on invoices, contracts, websites, and business cards. It is not necessary for the accounts to be filed with the Registrar nor do they have to be filed with the Income Tax Department. All members of a public or relevant private company can agree in writing to dispense with the requirement for an AGM. Expertise to support your new or growing organization . Most Registered Agent Services in New Jersey cost between $100 and $300 per year. They are headquartered in Delaware and Illinois, which means they contract out the duties of registered agent services to third-parties and rely on a slow, costly system of intermediaries to get the job done. Find out more here . NJ registered agents must maintain a registered office (a physical address in New Jersey). Nobody offers more reliable registered agent service in New Jersey or a more affordable price. We get straight to the point, managing complexity to get to the essentials. Jersey Registry holds and updates nine registers including Jersey companies, business names, foundations, trademarks and security interests. The Companies Law also allows for the incorporation of guarantee companies, unlimited companies and protected cell companies (the latter providing particular flexibility for investment business). 11) (Jersey) Law 2014 (on 1 August 2014) requiring it to hold an AGM, or such provision was made prior to the coming into force of the law and ratified after its coming into force by special resolution. [COVID19: Our Jersey office is currently closed but please note that service to clients is uninterrupted. A secretary must be appointed by the board of directors. Registered Office £19 per Year; Business or Personal Mail Address with Mail Forwarding World-wide from £19 per Year. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. If you live in Jersey and need help upgrading call the States of Jersey web team on 440099. gov.je. Registered Office Service Get a Real UK Registered Office Address for just £19 per year. We provide New Jersey registered agent service for local in-state LLCs and corporations, as well as foreign (out-of-state) businesses looking to register and do business in NJ.As your registered agent, we accept service of process (notice of a lawsuit), legal correspondence, and important business mail on behalf of your business. However, in cases of urgency, companies can be incorporated within one working day upon payment of a supplemental fast-track fee (currently £385) or within 2 hours upon payment of £605, provided that all of the prescribed information is supplied to the Registrar. This briefing has been prepared on the basis of Jersey law and practice as at May 2020. The registered office address is: 1st Floor, Liberation Station, Esplanade, St. Helier, JE2 3AS, Jersey. If the statutory records are not held at the registered office then the address at which they are held is notified to the JFSC. Special Resolutions of a company are required for the following (although this list is not exhaustive): Shareholders’ resolutions, both special and ordinary, may be passed without a meeting by means of written resolutions signed by all shareholders of the company if not prohibited by the company’s articles of  association. Why we recommend Northwest Registered Agent Box 820, Trenton, NJ 08625-0820 Telephone: 1(866)-534-7789 However, if the shares are to be owned by a quoted public company whose shares are listed on a recognised stock exchange, the requirement to disclose ultimate beneficial ownership is dispensed with and, instead, a copy of the latest audited consolidated accounts and report of the directors of the quoted company must be submitted to the Registrar. Every Jersey company is required to file an Annual Return signed by a director or the secretary by the end of February in each year made up to 1 January in that year accompanied by the filing fee which currently stands at £235 for the filing of the return in paper form or £225 for using the online filing facility for a company. Please note:These guidance notes are not intended to be definitive legal advice and should not be relied upon as such. The full guidance note can be found here: Registered Office [945kb] Submit your annual return / annual confirmation statement. A special resolution must be filed with the Registrar within 21 days of being passed and there are fixed penalties for late filing. Vistra can provide a registered office for your company. BKS Family Office. An unlimited company is one which has shares in issue and no guarantee members. The issue of fractional shares is also permitted. Failure to do so may render the transaction voidable at the instance of the company or a shareholder. It is generally most convenient for a Jersey company to be incorporated by shareholders resident in Jersey who are available to attend to all registration formalities. The registered office functions as an official address for a company where statutory communications can be sent or documents served. HSCS is able to offer a registered office address and will notify JFSC of any changes to the registered office address. A newly incorporated company will have unrestricted corporate capacity. It is recommended that a client seeks legal advice on any proposed transaction prior to takin… The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations. 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