Reinstatement of Companies
Companies registered in Jersey can be removed from the Register of Companies (the “Register”) for various reasons. A company can be removed from the Register by way of an application by its directors for a summary winding up or an application by its creditors for a creditor winding up. A company can also be removed from the Register for failure to comply with its on-going obligations under Jersey Law, including:
for failure to file an annual confirmation statement pursuant to the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 (the “Disclosure Law”); or
as a result of the winding-up of the company or bankruptcy ('désastre') under the Companies (Jersey) Law 1991 (the “Companies Law”) following a failure to maintain a registered office or a nominated person in Jersey.
What is reinstatement?
The reinstatement of a company is the process under which the removal of the Company from the Register is declared void following a successful application to the Royal Court of Jersey (the “Royal Court”). The reinstatement of a company can only occur within 10 years of the date of the company’s removal from the Register.
What is the purpose of reinstating a company?
A company is unable to act when it is removed from the Register. This means it is unable to enter into transactions or transfer its assets. An interested party may want a company to be reinstated to allow:
the company to carry on its business activities if it was removed from the Register for failure to file an annual confirmation pursuant to the Disclosure Law;
the company to transfer its assets to an interested party, if the company still holds valuable assets; or
a claimant to bring a claim against the company or its directors.
How to reinstate a company?
The Royal Court has the power to declare that the removal of a company from the Register is void under Article 19 of the Disclosure Law (in the case of failure to file an annual confirmation statement) or under Article 213 of the Companies Law (in the case of a company’s winding-up or bankruptcy). The process to reinstate a company to the Register involves:
corresponding with the Jersey Financial Services Commission and Revenue Jersey to obtain their consents to the reinstatement of the company. Usually, the consents will be conditional on the payment of any outstanding taxes or other fees, and the completion of any outstanding filings;
preparing and submitting a written application (known as a representation) to the Royal Court. The application is made by a Jersey Advocate on behalf of a person with an interest in the company, including a director or shareholder. All applications are made “on the papers” which means that an in-person appearance at the Royal Court is not required.
If the application is successful, the Royal Court will make an order declaring that the removal of the company from the Register is void, effective from the date of the Act of Court.
A reinstatement of a company to the Register can be straightforward, provided that the Jersey Financial Services Commission and Revenue Jersey provide timely consents to the reinstatement of the company. If no complicating factors arise, a reinstatement of a company can usually be completed within one week from the date the application is submitted to the Royal Court.
How we can help
Pinel Advocates frequently advises clients in relation to the reinstatement of Jersey companies. We are familiar with the processes involved and our experience ensures that we can provide clients with solid advice for a reasonable fixed fee.