Limited
Liability Companies (Amendment) (Jersey) Regulations 2023
Made 7th February 2023
Coming into
force 14th February 2023
Part 1
Limited
Liability Companies (Jersey) Law 2018 amended
1 Limited Liability Companies (Jersey) Law 2018 amended
This Part amends the Limited
Liability Companies (Jersey) Law 2018.
2 Article
1 (interpretation) amended
In Article 1(1) for
the definition “certificate of formation” there is substituted –
“ “certificate of registration” means
the certificate of registration issued under Article 4(5);”.
3 Part
2 heading amended
In the heading of Part 2
“FORMATION,” is deleted.
4 Article
2 (limited liability company) amended
In Article 2 –
(a) in paragraph (1),
for “formed” there is substituted “registered”;
(b) in paragraph (2),
the words “but is not a body corporate” are deleted.
5 Article
3 (LLC agreement generally) amended
In Article 3 –
(a) in paragraph (1),
for “certificate of formation” there is substituted “certificate of
registration”;
(b) in paragraph (2)
“and formed” is deleted.
6 Article
4 (registration of limited liability company) amended
In Article 4 –
(a) after paragraph (2)(a)
there is inserted –
“(aa) whether the limited
liability company is to be a body corporate or an unincorporated body;”;
(b) in paragraph (5),
for “certificate of formation” there is substituted “certificate of
registration”;
(c) in paragraph (6) –
(i) for “certificate of
formation”, in both places it occurs, there is substituted “certificate of
registration”,
(ii) after sub-paragraph (b)
there is inserted –
“(c) whether the limited
liability company is a body corporate or an unincorporated body,”;
(d) in paragraph (7) –
(i) in the opening words,
for “certificate of formation” there is substituted “certificate of
registration”,
(ii) in sub-paragraph (b),
for “formed” there is substituted “registered”,
(iii) in sub-paragraph (c),
for “law” there is substituted “Law”.
(e) in paragraph (8) –
(i) the words “and thereby
its formation” are deleted,
(ii) for “certificate of
formation” there is substituted “certificate of registration”.
7 Article
5 (amendment of declaration) amended
In Article 5(4), for
“certificate of formation”, in each place it occurs, there is substituted
“certificate of registration”.
8 Article
7 (name of limited liability company) amended
In Article 7 –
(a) in paragraph (8),
for “certificate of formation” there is substituted “certificate of
registration”;
(b) in paragraph (10),
for “certificate of formation” there is substituted “certificate of
registration”.
9 Article
8 (registered office) amended
In Article 8(6)(d),
for “certificate of formation” there is substituted “certificate of
registration”.
10 Article
12 (series of members, managers, LLC interests or assets) amended
In Article 12 –
(a) in paragraph (1),
the words “but shall not be a body corporate” are deleted;
(b) in paragraph (2)(d),
for “formation”, in both places it occurs, there is substituted “registration”;
(c) in paragraph (2)(e),
after “limited liability” there is inserted “company”;
(d) in paragraph (2)(f),
for “the assets and liabilities of” there is substituted “an LLC interest in”;
(e) in paragraph (8),
for “formation” there is substituted “registration”.
11 Article
13 (admission of members and LLC interests) amended
In Article 13 –
(a) in paragraph (1) –
(i) in the opening words,
for “formation” there is substituted “registration”,
(ii) in paragraph (1)(a),
for “certificate of formation” there is substituted “certificate of
registration”;
(b) in paragraph (2),
for “formation” there is substituted “registration”.
Part 2
Consequential
amendments
12 Alternative Investment Funds (Jersey) Regulations 2012 amended
In Regulation 2
(interpretation) –
(a) in the definition
“company”, after “incorporated” there is inserted “(other than a limited
liability company registered as a body corporate)”;
(b) in the definition
“holding company”, in paragraph (a), after “body corporate” there is
inserted “(other than a limited liability company registered as a body
corporate)”;
(c) in the definition
“subsidiary”, in paragraph (a), after “body corporate” there is inserted
“(other than a limited liability company registered as a body corporate)”.
13 Banking Business (Jersey) Law 1991 amended
(1) In
Article 1 (interpretation) –
(a) in the definition
“associate”, after “a body corporate” there is inserted “(other than a limited
liability company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”;
(b) in the definition
“company”, after “body corporate” there is inserted “(other than a limited
liability company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”;
(c) in the definition
“institution”, after “body corporate” there is inserted “(other than a limited
liability company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
(2) In
Article 4(6) (meaning of “holding company”, “subsidiary company” and
“wholly owned subsidiary”), after “body corporate” there is inserted “(other
than a limited liability company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
(3) In
Article 28(2) (investigations on behalf of the Commission), after “any body corporate” there is inserted “(other than a
limited liability company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
14 Collective Investment Funds (Jersey) Law 1988 amended
In Article 1(1)
(interpretation), in the definition “company”, after “incorporated” there is
inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
15 Collective Investment Funds (Restriction of Scope) (Jersey) Order
2000 amended
In Article 1
(interpretation), in the definition “relevant consent”, in paragraph (a),
after “body corporate” there is inserted “(other than a limited liability
company registered as a body corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
16 Companies (Jersey) Law 1991 amended
In Article 1(2)
(interpretation), after sub-paragraph (e) there is inserted –
17 Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 amended
In Article 1(1)
(interpretation), in the definition “company”, after “body corporate” there is
inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
18 Competition (Jersey) Law 2005 amended
In Article 1 (general
interpretation), in the definition “company”, after “body corporate” there is
inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
19 Control of Borrowing (Jersey) Law 1947 amended
In Article 1
(interpretation), after paragraph (7) there is inserted –
“(8) In
this Law, references to a body corporate do not include a limited liability
company registered as a body corporate.”.
20 Control of Borrowing (Jersey) Order 1958 amended
(1) In
Article 2 (admission to membership of Jersey body corporate), after “body
corporate” there is inserted “(other than a limited liability company
registered as a body corporate)”.
(2) In
Article 4 (issue of securities other than shares), after paragraph (3)
there is inserted –
“(4) This
Article does not apply to a limited liability company registered as a body
corporate.”.
(3) In
Article 6 (grant of options to employees), in paragraph 2(a), after
“body corporate” there is inserted “(other than a limited liability company
registered as a body corporate)”.
21 Control of Housing and Work (Exemptions) (Jersey) Order 2013 amended
In Article 1
(interpretation), in the definition “company”, after “body corporate” there is
inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
22 Electronic Communications (Jersey) Law 2000 amended
In Article 1(1)
(interpretation), in the definition “company”, after “body corporate” there is
inserted “(other than a limited liability company registered as a body
corporate under the Limited Liability
Companies (Jersey) Law 2018)”.
23 Financial Services (Jersey) Law 1998 amended
(1) In
Article 1(1) (general interpretation) –
(a) in the definition
“company”, after “body corporate” there is inserted “(other than a limited
liability company registered as a body corporate under the LLC Law)”;
(b) in the definition
“subsidiary”, in paragraph (a), after “body corporate” there is inserted
“(other than a limited liability company registered as a body corporate under
the LLC Law)”.
(2) In
Article 2 (“financial service business” defined) –
(a) in paragraph (4)(a),
for “limited liability company formation agent” there is substituted “limited
liability company registration agent”;
(b) in paragraph (6),
for “limited liability company formation agent” there is substituted “limited
liability company registration agent”.
(3) In
Article 39D (meaning of “having information as
an insider”), in paragraph (2)(a)(i), after
“body corporate” there is inserted “(other than a limited liability company
registered as a body corporate under the LLC Law)”.
(4) In
Schedule 1 (investments), in the note to paragraph 1 (shares, etc.), after
“1988” there is inserted “or a limited liability company registered as a body
corporate under the LLC Law)”.
24 Financial Services (Financial Service Business) (Jersey) Order 2009 amended
In Part 2 (trust
company business) of the Schedule (classes of financial service business), in
Class F –
(a) “limited liability
company,” is deleted;
(b) after “agent” there is
inserted “, or a limited liability company registration agent”.
25 Financial Services (Investment Business (Restricted Investment
Business – Exemption)) (Jersey) Order 2001 amended
In Article 3(4) (meaning
of “professional investor regulated scheme”), in the definition “relevant
consent”, in paragraph (a), after “body corporate” there is inserted
“(other than a limited liability company registered as a body corporate under
the LLC Law)”.
26 Financial Services (Investment Business (Special Purpose Investment
Business – Exemption)) (Jersey) Order 2001 amended
In Article 3(4)
(meaning of “special purpose regulated scheme”), in the definition “relevant
consent”, in paragraph (a), after “body corporate” there is inserted
“(other than a limited liability company registered as a body corporate under
the LLC Law)”.
27 Limited Liability Companies (General Provisions) (Jersey)
Regulations 2022 amended
(1) In
Regulation 1 (interpretation) –
(a) in the definition
“partnership”, after “body corporate” there is inserted “and a limited
liability company”;
(b) after paragraph (1) there
is inserted –
“(2) In
these Regulations, references to a body corporate do not include a limited
liability company registered as a body corporate.”.
(2) In
Regulation 80(5)(a) (registration of notices as to demerger), for
“certificate of formation” there is substituted “certificate of registration”.
(3) In
Regulation 87(1) (security for Commission’s expenses under this Part) –
(a) in sub-paragraph (a),
for “established or formed” there is substituted “registered”;
(b) in sub-paragraph (b),
for “established or formed” there is substituted “registered”.
(4) In
the Schedule (information to be specified in prospectus), in paragraph 5(b),
for “formation” there is substituted “registration”.
28 Limited Liability Companies (Winding Up and Dissolution) (Jersey)
Regulations 2022 amended
In Regulation 39 (duty
to co-operate with liquidator) –
(a) in paragraph (1)(b),
for “formation” there is substituted “registration”;
(b) in paragraph (1)(d),
after “body corporate” there is inserted “(other than a limited liability
company registered as a body corporate)”;
(c) in paragraph (2)(a),
for “formation” there is substituted “registration”.
29 Money Laundering (Jersey) Order 2008 amended
In Article 1(1)
(interpretation), in the definition “Jersey body corporate”, after “Jersey”
there is inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
30 Powers of Attorney (Jersey) Law 1995 amended
In Article 1
(interpretation), after paragraph (2) there is inserted –
“(3) In
this Law, “body corporate” does not include a limited liability company
registered as a body corporate.”.
31 Trusts (Jersey) Law 1984 amended
In Article 1(1)
(interpretation), in the definition “corporation”, after “incorporated” there
is inserted “(other than a limited liability company registered as a body
corporate under the Limited
Liability Companies (Jersey) Law 2018)”.
Part 3
Citation
and commencement
32 Citation
and commencement
These Regulations may be
cited as the Limited Liability Companies (Amendment) (Jersey) Regulations 2023
and come into force 7 days after they are made.