Limited
Liability Companies (Amendment No. 2)
(Jersey) Law 2022
Adopted
by the States 31st March 2022
Sanctioned
by Order of Her Majesty in Council 8th June 2022
Registered by the Royal Court 17th June 2022
Coming into force in accordance with Article 14
THE STATES, subject to the sanction of Her Most
Excellent Majesty in Council, have adopted the following Law –
1 Limited Liability Companies (Jersey) Law 2018 amended
This Law amends the Limited
Liability Companies (Jersey) Law 2018.
2 Article 1 (interpretation) amended
In
Article 1(1) –
(a) for the definition “LLC
interest” there is substituted –
“ “LLC
interest” means any or all of the following –
(a) a member’s share of the
profits and losses of a limited liability company;
(b) a member’s right to
receive distributions of the limited liability company’s assets;
(c) a member’s voting rights;
(d) any other rights,
benefits and obligations conferred or imposed upon a member by the LLC
agreement or this Law;”;
(b) in the definition
“manager” for “Article 21” there is substituted “Article 21(1) and
includes a member in whom the management of the limited liability company vests
under Article 21(4)”.
3 Article 2 (limited liability
company) amended
In Article 2, in
paragraph (2), at the beginning there is inserted “Subject to Article 2A”.
4 Article 2A (limited liability
company that is a body corporate) inserted
After Article 2
there is inserted –
“2A Limited
liability company that is a body corporate
The States may by Regulations make any amendments to this Law (other
than this Article) that they consider appropriate for and in connection
with –
(a) conferring a power to
form a limited liability company that is a body corporate; and
(b) applying, disapplying or
modifying a provision of this Law in relation to a limited liability company so
formed.”.
5 Article 5 (amendment of
declaration) amended
In Article 5, after
paragraph (4), there is inserted –
“(5) Despite
paragraphs (1) to (4), a limited liability company may change its name
from time to time by giving notice to the registrar.”.
6 Article 8 (registered office)
amended
In Article 8(6)(a)
for “document” there is substituted “register”.
7 Article 13 (admission of members
and LLC interests) amended
In Article 13 –
(a) for paragraph (5)
there is substituted –
“(5) Subject
to the LLC agreement, a person may be admitted as member of the limited liability
company, even if the member’s LLC interest does not comprise one or more of the
following –
(a) economic rights;
(b) voting rights;
(c) any other rights.”;
(b) in paragraph (6)
after “acquiring an LLC interest” there is inserted “that comprises any economic
rights”;
(c) in paragraph (7) for
“or any other interest” there is substituted “or any other securities”;
(d) in paragraph (10)
“and any interest of a member who has not acquired an LLC interest in a limited
liability company” is deleted.
8 Article 37 (limitation on
distribution) amended
In Article 37(1),
after “insolvent” there is inserted “or if the result of the distribution or
release is that the limited liability company becomes insolvent”.
9 Article 42 (ceasing of rights of
member on assignment) amended
In Article 42(2),
for “37(3)” there is substituted “37(2)”.
10 Article 47 (fiduciary and other
duties owed and not owed) amended
In Article 47, for
paragraph (1) there is substituted –
“(1) A
manager owes a duty to the limited liability company to act in good faith in
respect of the rights, authorities and obligations that are exercised or
performed by the manager or to which the manager is subject in connection with
the management of the limited liability company.
(1A) Subject
to the LLC agreement and to the duty referred to in paragraph (1), a
manager does not owe any duty (fiduciary or otherwise) to the limited liability
company or any member or other person in respect of the limited liability
company.”.
11 Article 53 (destruction of old
records) amended
In Article 53(2), for
“an incorporated limited liability company”
there is substituted “a limited liability company”.
12 Article 59 (penalties) amended
In Article 59(1),
for “53(6)” there is substituted “54(6)”.
13 Article 60 (Regulations) amended
In Article 60(2)(f),
for “Article 10” there is substituted “Article 12”.
14 Citation and commencement
This Law may be cited as the Limited Liability Companies (Amendment
No. 2) (Jersey) Law 2022 and comes into force immediately after the
commencement of the Limited
Liability Companies (Amendment) (Jersey) Law 2020.