• Jersey Incorporated Cell Company

  • GENERAL

    Legal Framework

    Jersey Incorporated Cell Companies are governed by the Companies (Jersey) Law, 1991.

    Special Characteristics

    An Incorporated Cell Company comprises the "core" and the "cells".

    Each cell is a separate legal entity, a public or a private company and they are not deemed to be subsidiaries of the core. Each cell can enter into contracts under its own name and has its own Memorandum and Articles of Incorporation.

    The name of the Incorporated Cell Company should include the words 'Incorporated Cell Company' or the letters 'ICC'. Similarly, the name of each cell should include the words 'Incorporated Cell' or the letters 'IC'.

    Taxation

    Each cell is assessed separately for tax purposes.

  • SHAREHOLDERS

    A cell many not own shares in its cell company. However, a cell is allowed to own shares in any other cell of its cell company.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of an Incorporated Cell Company can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Cells of an Incorporated Cell Company need not have the same directors as the core.

  • CAPITAL

    Minimum Capital Requirement

    There are no minimum or maximum capital requirements. Each cell has its own share capital.

    Non-par Value and Bearer Shares

    An Incorporated Cell Company may issue shares either at par value or at a premium. Unlike limited companies, an Incorporated Cell Company can issue shares at par value for one cell and shares at a premium for another cell. However, individual cells may not issue both par and no-par value shares.

  • REGISTERED OFFICE

    Registered Office

    An Incorporated Cell Company must have its registered office in Jersey.

    The cells of an Incorporated Cell Company must have the same registered office as the core.

    Company Secretary / Registered Agent

    The cells of an Incorporated Cell Company must have the same secretary as the core.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in Jersey Incorporated Cell Companies.

  • FORMATION

    A Jersey Incorporated Cell Company is created in the same way as the Jersey Limited Company i.e. by an application to the Registrar of Companies.

    However, if the Incorporated Cell Company will be used for a regulated activity then the consent of the Jersey Financial Services Commission should be also obtained.

    A cell is created by the core passing a special resolution. The resolution is then filed with the Registrar of Companies, which will issue a certificate of incorporation. The resolution must be filed within 21 days to the Registrar.

  • CONFIDENTIALITY

    Assuming that the Incorporated Cell Company is incorporated as a private company then the following apply:

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and the Authorities but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are not available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    The Incorporated Cell Company and each of its cells separately should file an annual return with Registrar of Companies by the end of February each year. Each cell must prepare its own accounts.

    Filing with the Tax Authorities

    A tax return must be submitted to the Tax Authorities by each cell, which will be assessed separately. The tax return should be submitted within 7 months after the end of the tax year.

  • RECORDS

    Accounting Records

    An Incorporated Cell Company and its cells in Jersey must maintain accounting records for the core and the cells.

    There is no legal requirement for the accounting records to be kept in Jersey.

    The accounting records should be maintained for at least 6 years.

    Financial Statements

    Each cell must prepare its own accounts at not more than 18 months intervals.

    The accounts must be prepared in accordance with generally accepted accounting principles (UK GAAP, IAS, IFRS).