Companies
(Amendment No. 10) (Jersey)
Law 2009
A LAW to amend further the Companies
(Jersey) Law 1991.
Adopted
by the States 24th February 2009
Sanctioned by
Order of Her Majesty in Council 15th October 2009
Registered
by the Royal Court 30th October 2009
THE STATES, subject
to the sanction of Her Most Excellent Majesty in Council, have adopted the
following Law –
1 Interpretation
In this Law, “principal Law” means
the Companies (Jersey) Law 1991[1].
2 Article
16 amended
After Article 16(6) of the principal Law there shall be added
the following paragraphs –
“(7) Within 28 days after a
company receives a notice of a direction made by the Commission under
paragraph (2) in relation to the company –
(a) a member of the company may appeal to the
court on the ground that the direction was unreasonable having regard to all
the circumstances of the case; and
(b) the company, or a member of the company, may
appeal to the court on the ground that a condition imposed by the direction was
unreasonable having regard to all the circumstances of the case.
(8) Within 28 days after a company receives
a notice of a direction made by the Commission under paragraph (4) in
relation to the company, the company, or a member of the company, may appeal to
the court on the ground that the direction was unreasonable having regard to
all the circumstances of the case.
(9) On hearing an appeal under this
Article –
(a) if the appeal is against a direction imposed
by the Commission, the court may confirm or reverse the direction made by the
Commission; or
(b) if the appeal is against a condition
specified in a direction made by the Commission, the court may confirm, vary or
revoke the condition and, in any case, add a new condition to the conditions
specified in the direction.
(10) On hearing an appeal under this Article the court
may make such order as to the costs of the appeal as it thinks fit.”.
3 Article
17 amended
After Article 17(8) of the principal Law there shall be added
the following paragraphs –
“(9) Within 28 days after a
company receives a notice of a direction, or an amendment of the terms of a
direction, made by the Commission under paragraph (7) in relation to the
company –
(a) a member of the company may appeal to the
court on the ground that the direction was unreasonable having regard to all
the circumstances of the case; and
(b) the company, or a member of the company, may
appeal to the court on the ground that a term imposed by the direction, or an
amendment to a term of the direction, was unreasonable having regard to all the
circumstances of the case.
(10) On hearing an appeal under this
Article –
(a) if the appeal is against a direction imposed
by the Commission, the court may confirm or reverse the direction made by the
Commission; or
(b) if the appeal is against a term imposed by a
direction made by the Commission, the court may confirm, vary or revoke the
term and, in any case, add a new term to the terms imposed by the direction.
(11) On hearing an appeal under this Article the Court
may make such order as to the costs of the appeal as it thinks fit.”.
4 Article
39 amended
In Article 39(3) of the principal Law –
(a) in
sub-paragraph (c) the word “and”, in the second place where it
occurs, shall be deleted;
(b) in
sub-paragraph (d), for the full stop there shall be substituted the word
“; and”;
(c) after
sub-paragraph (d) there shall be added the following new
sub-paragraph –
“(e) in the making of a distribution
in accordance with Part 17.”.
5 Article
39A amended
In Article 39A of the principal Law, after paragraph (3),
there shall be added the following paragraph –
“(4) A stated capital account may
be applied by the company for any purpose for which a share premium account may
be applied by a par value company.”.
6 New
Article 40C inserted
In Part 8 of the principal Law, after Article 40B, there
shall be inserted the following Article –
“40C Power
of States to amend Part 8
The States may amend this
Part by Regulations.”.
7 New
Article 58C inserted
In Part 11 of the principal Law, after Article 58B, there
shall be inserted the following Article –
“58C Redemption,
purchase or cancellation under Part 11 not a reduction of capital
The redemption, purchase or
cancellation by a company under this Part of its shares is not for the purposes
of Part 12 a reduction of capital.”.
8 Article
61 amended
In Article 61(3) of the principal Law, the words “or in
the case of a reduction in capital comprised of a distribution made in
accordance with Article 115” shall be deleted.
9 New
Article 66A inserted
In Part 12 of the principal Law, after Article 66, there
shall be inserted the following Article –
“66A Power
of States to amend Part 12
The States may amend this
Part by Regulations.”.
10 Article
67 replaced
For Article 67 of the principal Law, there shall be substituted
the following Articles –
(1) A company shall at all times have a
registered office in Jersey to which all communications and notices may be
addressed.
(2) A company does not comply with the requirement
in paragraph (1) unless the occupier of the premises that are the
registered office authorizes for the time being their use for that purpose.
(3) The registrar may, by notice in writing
served on the applicants for the incorporation of a company, refuse to
incorporate it if he or she is not satisfied that the occupier of the premises
that are to be the registered office of the company authorizes their use for
that purpose.
(4) On incorporation, the company’s
registered office shall be that specified in the statement sent to the
registrar under Article 7.
(5) The company may change its registered office
from time to time by giving notice to the registrar.
(6) If the registrar, by notice in writing
served on the company, informs it that the registrar is no longer satisfied
that the occupier of the premises that are the company’s registered
office authorizes their use for that purpose, the company shall within
14 days change its registered office by giving notice to the registrar.
(7) Subject to paragraph (8), a change of
registered office under paragraph (5) or (6) shall take effect upon the
notice being registered by the registrar, but until the end of the period of
14 days beginning with the date on which it is registered a person may
validly serve any document on the company at its previous registered office.
(8) The registrar may, by notice in writing
served on a company, refuse to register a notice given by the company under
paragraph (5) or (6) if he or she is not satisfied that the occupier of the
premises that are to be the registered office of the company authorizes their
use for that purpose.
(9) If default is made in compliance with any
requirement of or made under this Article, the company and every officer of it
who is in default are each guilty of an offence.
67A Relief
from breach of duty in unavoidable circumstances
Where a company unavoidably
ceases to perform any duty to keep at its registered office or make available
for public inspection there any document, in circumstances in which it was not
practicable to give prior notice to the registrar of a change in its registered
office, but –
(a) resumes performance of that duty at other
premises as soon as practicable; and
(b) gives notice under Article 67(5) to the
registrar of the change of its registered office within 14 days of doing
so, and that the change is made for the purposes of this Article,
and the registrar registers
the notice, the company shall not be treated as having failed to comply with
that duty.
67B Review
of registrar’s decision
(1) Within 28 days after the applicants for
the incorporation of a company receive notice under Article 67(3) that the
registrar refuses to incorporate the company, the applicants may appeal to the
court on the ground that the registrar’s decision was unreasonable having
regard to all the circumstances of the case.
(2) Within 28 days after a company receives
notice under Article 67(6) that the registrar is no longer satisfied that
the occupier of the premises that are the company’s registered office
authorizes their use for that purpose, the company may appeal to the court on
the ground that the registrar’s decision was unreasonable having regard
to all the circumstances of the case.
(3) Within 28 days after a company receives
notice under Article 67(8) that the registrar refuses to register a notice
of change of registered office given by the company under paragraph (5) or
(6) of that Article, the company may appeal to the court on the ground that the
registrar’s decision was unreasonable having regard to all the
circumstances of the case.
(4) On hearing the appeal, the
court –
(a) may confirm or reverse the decision of the
registrar; and
(b) may make such order as to the costs of the
appeal as it thinks fit.
67C Evidence
of authorization
The Minister may prescribe
information that is to be provided to the registrar to show that an occupier of
premises authorizes the use of the premises as a company’s registered
office.”.
11 Article
90 amended
(1) In
Article 90(1) of the principal Law, for the words “a majority of not
less than 2/3rds of members” there shall be substituted the words
“the majority specified in paragraph (1A) of the members”.
(2) After
Article 90(1) of the principal Law there shall be inserted the following
paragraph –
“(1A) The majority to which paragraph (1) refers is –
(a) two-thirds, if the articles of the company
do not specify a greater majority; or
(b) if the articles do specify a greater
majority than two-thirds, that greater majority.”.
12 Article
115 amended
(1) In Article 115(7)
of the principal Law, for the words “A distribution made in accordance
with this Article is debited to” there shall be substituted the words
“A distribution made in accordance with this Article shall be debited by
the company to”.
(2) After
Article 115(8) of the principal Law there shall be added the following
paragraph –
“(9) A distribution made in
accordance with this Article is not for the purposes of Part 12 a
reduction of capital.”.
13 New
Article 127GA inserted
In Part 18B of the principal Law, after Article 127G,
there shall be inserted the following Article –
“127GA Power
of States to amend Part 18B
(1) The States may amend this Part by
Regulations.
(2) Without prejudice to the generality of the
foregoing such Regulations may extend the provisions of this Part, with or
without such modifications as may be specified in the Regulations –
(a) to mergers of companies with bodies that are
incorporated in Jersey but are not companies; and
(b) to mergers of companies with bodies
incorporated outside Jersey.”.
14 Article
181 amended
Article 181(9) shall be repealed.
15 New
Article 194A inserted
In Part 21 of the principal Law, after Article 194, there
shall be inserted the following Article –
“194A Power
of States to amend Part 21
The States may amend this
Part by Regulations.”.
16 Schedule
1 amended
In Schedule 1 to the principal Law, after the entries relating
to Article 66, there shall be inserted in the first, second and third
columns respectively the following entries –
|
“67(9)
|
Company failing to comply with requirements as to registered
office
|
Level 3”
|
17 Citation
and commencement
(1) This
Law may be cited as the Companies (Amendment No. 10) (Jersey) Law 2009.
(2) This
Law shall come into force 7 days after it is registered.
m.n. de la haye
Greffier of the States