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Open a Holding Company in Jersey

Open a Holding Company in Jersey

Investors who choose to open a holding company in Jersey enjoy a favorable business climate and straightforward incorporation procedures.

Our company formation experts in Jersey offer counsel and assistance during the incorporation of a holding company.

Investors who are interested in using a Jersey holding for holding equity or interest, for commercial planning, personal or estate planning can reach out to our team.

A holding company is used for acquiring and essentially holding, as the name suggests, stock or interest in other companies.

A Jersey holding company will not be involved in manufacturing or providing services, and it will not conduct any other relevant business operations.

Reasons to open a holding company in Jersey

Jersey, the largest of the Channel Islands, offers favorable conditions for company creation.

Investors interested in setting up a business in Jersey have the following advantages:

  • tax neutrality: an offshore Jersey company is exempt from taxation and no currency control applies;
  • no restrictions on ownership: foreign nationals are permitted to have full foreign ownership and there are no nationality restrictions;
  • easy management: the founders do need to follow a set of annual management requirements, however, this can be easily handled, especially with the help provided by a local team, such as our own;
  • company migration: investors can relocate their company to Jersey, should they consider this to be optimum for their business interests.

A holding company incorporated as a Jersey offshore company will provide investors with the advantages listed above.

The steps required to open a company in Jersey

Starting a new business in Jersey is a relatively simple process that can be easily handled with the help of our local team of experts.

Working with our experts if you want to set up a company in Jersey is advisable especially if you cannot be present during the entire incorporation phase.

Below, we list the most important steps:

  1. Choose a business form: for a holding company, the most suitable business form is the Limited Company; it has one shareholder and one director (who can also be a shareholder);
  2. Prepare the documents: these include the Memorandum of Association and the Articles of Association;
  3. Register the business: a limited company is registered with the Jersey Financial Services Commission as a first step for its creation;
  4. Apply for a business license: once the first registration is complete, the company can apply for a business license; this is usually done with assistance from our team.

Investors who open a holding company in Jersey will also need to choose a name for the company and an address. The address can be any Jersey address.

The company will need a business license if it will trade in Jersey.

Given the nature of its activities, a holding company in Jersey will not need to apply for additional licenses, such as those issued by the Environmental Health Agency.

Substance requirements for a holding company in Jersey

Substance requirements refer to the condition for the company to be present in the said jurisdiction.

A holding company business, as defined by law, can be subject to lighter substance requirements. However, were it to undertake any other relevant activity (for profit or not) it could be subject to the higher substance requirements according to the other relevant activity/activities.

A holding company is not deemed to performed holding company business in a given financial period if the following apply:

  • it only holds assets that do not include shares or other equitable interests in other legal entities (for example, it only holds assets such as real estate);
  • its primary function is not to hold shares or other equitable interests in other companies;
  • it does not hold shares or other equitable interests in a company that is its subsidiary;
  • it does not earn gross income from engaging in a holding company business;
  • it is not a tax resident company.

For holding companies that do earn gross income from their activities in Jersey, this means that although they will not engage in commercial transactions as other companies, they will have a physical presence in Jersey, as well as employ qualified personnel.

If the holding derives income from holding activities in Jersey in a given financial period, it will need to comply with the following substance requirements:

  • be managed from Jersey;
  • have an adequate number of employees who are physically present in jersey;
  • have adequate expenditure in Jersey;
  • have physical assets in Jersey.

It should be noted that the number of employees and the conditions for expenditure and assets held in Jersey are proportional to the level of activity the holding company in Jersey has in this jurisdiction.

In addition to these, the substance requirements also ask that regular Board meetings take place in Jersey, and, while there is no need for all of the meetings to be held here, it is expected that this will take place accordingly, in order for the company to continue to remain compliant.

For the purpose of holding a company business, the substance requirements define the core income generating activities (CIGAs) as all the activities related to the business.

A holding company will need to have sufficient core income-generating activities carried out in Jersey in order to meet the rules in force.

Under the substance requirements, there is no interdiction or limitation on outsourcing. This means that a holding company is free to outsource as long as it continues to be controlled and monitored from Jersey.

Investors should note that, although the subject requirements apply to Jersey companies, the fact that a holding company has more passive activities (by nature) means that the substance requirements will be lighter in its case, compared to other relevant activities.

Investors can reach out to our team for complete information on these requirements.

Other conditions for Jersey holding companies

As part of company formation, the new Jersey holding company will need to have an original name that does not infringe the name of a company already registered here.

The main rules for company names in Jersey are the following:

  • the name should be suggestive of only one specific activity (the company’s primary activity);
  • it should not imply any connection with another institution or a governing body;
  • it should not refer to a corporate form other than that of the company;
  • not duplicate or be too similar to other existing names;
  • not be potentially offensive (inappropriate use of religious terms, suggestive or swear words);
  • it should not use specific words or names; for example, a holding company should not use words such as “bank” due to the fact that it is clearly not licensed for this purpose.

The Jersey Financial Services Commission accepts or rejects a name proposal based on the conditions above, as well as other considerations, as the case may be.

As far as the incorporation process is concerned, investors who open a company in Jersey will also need to pay several fees.

The following fees are relevant for company formation in Jersey:

  • £10 for the reservation of the company name;
  • £670 for the 2 hour company incorporation;
  • £270 including the Government levy for the submission of the 2022 annual confirmation statement for the company administered by a regulated service provider.

Please keep in mind that these fees can be subject to change.

Other types of companies, such as cell companies or public companies are subject to additional fees. Our team can give you details if you are also interested in the treatment of other business forms.

Our team can help you set up a holding company in Jersey, as well as with other services, such as those related to opening a bank account.

Contact us for more information about the solutions we offer to local and foreign investors.

Our lawyers can also answer specific questions if you want to immigrate to Jersey.