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Companies (General Provisions) (Jersey) Order 2002

Unofficial Consolidated Version

13.125.27

Showing the law as at 6 January 2021

 



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Companies (General Provisions) (Jersey) Order 2002

Article

PRELIMINARY  5

1                 Interpretation. 5

COMPANY FORMATION AND REGISTRATION   5

2                 Statement to be delivered to registrar. 5

PROSPECTUSES  6

3                 Application. 6

4                 Control of borrowing. 6

5                 Circulation of prospectus. 6

ADMINISTRATION   7

6                                  7

WINDING UP OF COMPANIES  7

7                 Qualifications of liquidator. 7

8                                  8

9                                  8

GENERAL  8

10              Citation. 8

PART 1  9

INFORMATION TO BE SPECIFIED IN PROSPECTUS  9

1                 Details relating to the offer. 9

2                 Capital 9

3                 Goodwill, preliminary expenses and benefits. 10

4                 Contracts. 10

5                 Interest of directors. 10

6                 Debentures and loans. 10

7                 Accounts and reports. 10

8                 Registered office and register of members. 11

9                 Principal establishments. 11

10              Directors and secretary. 11

11              Advisers. 11

12              Additional information. 11

13              Date of issue. 11

PART 2  12

STATEMENTS TO BE INCLUDED IN PROSPECTUS  12

Table of Legislation History. 13

Table of Renumbered Provisions. 13

Table of Endnote References. 13

 

 


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Companies (General Provisions) (Jersey) Order 2002

THE ECONOMIC DEVELOPMENT COMMITTEE, in pursuance of Articles 7, 29, 71, 188 and 219 of the Companies (Jersey) Law 1991, and having consulted the Jersey Financial Services Commission, orders as follows –

Commencement [see endnotes]

PART 1

PRELIMINARY

1        Interpretation

In this Order, “Law” means the Companies (Jersey) Law 1991.

PART 2

COMPANY FORMATION AND REGISTRATION

2        Statement to be delivered to registrar

In addition to complying with the requirements specified in Article 7 of the Law, the statement to be delivered to the registrar along with the memorandum of association shall contain the following particulars –

(a)     the name of the company;

(b)     whether the company is a public company or a private company; and

(c)     in the case of a public company, particulars of the period to which the first accounts of the company required by Article 104(1) of the Law will relate.

PART 3

PROSPECTUSES

3        Application[1]

(1)     Except as provided by paragraph (2), this Part applies to a prospectus relating to securities in or membership of a company.

(2)     It does not apply –

(a)     if the company holds a permit as a functionary specified in Group 1 of Part 2 of the Schedule to the Collective Investment Funds (Jersey) Law 1988;

(aa)    if the company is a certificate holder, within the meaning of the Collective Investment Funds (Jersey) Law 1988;

(b)     if the company is an unregulated fund within the meaning of the Collective Investment Funds (Unregulated Funds) (Jersey) Order 2008; or

(c)     to the issue of a document relating to a scheme intended to facilitate or to encourage the holding of shares or debentures in a company by or for the benefit of –

(i)      directors or former directors (which shall be taken to include people performing or who have performed the functions of directors by whatever name called) of the company, the company’s subsidiary or holding company or a subsidiary of the company’s holding company;

(ii)      the bona fide employees or former employees of the company, the company’s subsidiary or holding company or a subsidiary of the company’s holding company; or

(iii)     the wives, husbands, widows, widowers or minor children or minor step-children of such directors or employees or former directors or employees.[2]

4        Control of borrowing

The provisions of this Part are in addition to and do not derogate from the requirements of the Control of Borrowing (Jersey) Order 1958.

5        Circulation of prospectus

(1)     Subject to paragraph (3) –

(a)     no person shall circulate a prospectus in Jersey;

(b)     no company shall circulate a prospectus outside Jersey; and

(c)     no company shall procure the circulation of a prospectus outside Jersey,

unless the conditions in paragraph (2) are complied with.

(2)     The conditions to which paragraph (1) refers are that –

(a)     the prospectus contains the information specified in Part 1 of the Schedule;

(b)     the prospectus includes the statements specified in Part 2 of the Schedule;

(c)     there has been delivered to the registrar –

(i)      a copy of the prospectus, signed by or on behalf of all of the directors of the company,

(ii)      a signed copy of any report included in or attached to the prospectus, and

(iii)     such other particulars as the registrar may require; and

(d)     the registrar has given consent to the circulation of the prospectus.

(3)     The registrar may give consent to the circulation of a prospectus that does not comply in every respect with the conditions in paragraph (2) if the registrar is satisfied that the deviation from those requirements does not affect the substance of the prospectus and is not calculated to mislead.[3]

PART 4

ADMINISTRATION

6        [4]

PART 5

WINDING UP OF COMPANIES

7        Qualifications of liquidator

(1)     This Article applies to –

(a)     a public company; and

(b)     a company that is being wound up in accordance with the provisions of Chapter 4 of Part 21 of the Law.

(2)     Subject to paragraph (3), a person is not qualified for appointment as a liquidator of a company to which this Article applies unless the person is a member of –

(a)     the Institute of Chartered Accountants in England and Wales;

(b)     the Institute of Chartered Accountants of Scotland;

(c)     the Association of Chartered Certified Accountants; or

(d)     the Institute of Chartered Accountants in Ireland.

(3)     The Viscount is by virtue of the Viscount’s office qualified for appointment as a liquidator of a company to which this Article applies.

(4)     A person is disqualified for appointment as a liquidator of a company to which this Article applies if the person is –

(a)     a secretary or an officer or servant of the company, or a partner or employee of such a person; or

(b)     a person against whom an order under Article 78 of the Law is in force.

(5)     A person is disqualified for appointment as a liquidator of a company to which this Article applies if –

(a)     the person is disqualified under paragraph (4) for appointment as a liquidator of any other body corporate that either is that company’s subsidiary or holding company or is a subsidiary of that company’s holding company; or

(b)     the person would be disqualified under paragraph (4) if that body corporate were a company.

8        [5]

9        [6]

PART 6

GENERAL

10      Citation

This Order may be cited as the Companies (General Provisions) (Jersey) Order 2002.

 


 SCHEDULE

(Article 5(2))

PART 1

INFORMATION TO BE SPECIFIED IN PROSPECTUS

1        Details relating to the offer

There shall be stated –

(a)     the names, occupations and addresses of –

(i)      the offerors or vendors, and

(ii)      any promoter,

of the securities or membership of the company;

(b)     the terms applicable to the acquiring of the securities or membership of the company, and (if those terms include a price that is payable) the method, time and place of payment;

(c)     the opening and closing dates and times of the offer;

(d)     the minimum amount required to be raised by the offer;

(e)     when and how moneys will be returned in the event of the offer not being completed or any securities applied for not being allotted;

(f)      the anticipated date and forecast amount of the first dividend or interest payment on the securities that are the subject of the offer;

(g)     general particulars of any property that is to be acquired with the proceeds of the offer; and

(h)     in the case of any business that is to be acquired with the proceeds of the offer, the length of time during which that business has been carried on (if more than 2 years from the date of issue of the prospectus).

2        Capital

There shall be stated –

(a)     in the case of a par value company, particulars of the nominal, issued and paid up share capital of the company;

(b)     in the case of a no par value company, particulars of the stated capital;

(c)     in the case of an offer of securities, particulars of the securities that are the subject of the offer; and

(d)     in the case of an invitation to become a guarantor member, particulars of the amount of the guarantee,

together with details of any existing issued securities that are not part of the offer.

3        Goodwill, preliminary expenses and benefits

There shall be stated particulars of any amounts to be written off or provided for in respect of goodwill or preliminary expenses, or of any benefit given to a promoter.

4        Contracts

There shall be stated the dates of, parties to and general nature of every material contract, not being –

(a)     a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company; or

(b)     a contract entered into more than 2 years before the date of issue of the prospectus.

5        Interest of directors

There shall be stated –

(a)     full particulars of the nature and extent of the direct or indirect interest in the offer (if any) of every director of the company;

(b)     where the interest of a partner mentioned in sub-paragraph (a) consists of being a partner in a firm, full particulars of the nature and extent of the interest of the firm; and;

(c)     details of all sums paid or agreed to be paid to any such director or firm in cash or shares or otherwise by any person to induce that director to become or to qualify as a director, or otherwise for services rendered by the director or by the firm in connection with the promotion or formation of the company.[7]

6        Debentures and loans

There shall be stated details of any subscriptions, allotments or options to be given, or already existing, in respect of any other securities of the company, including any that have a prior right over the securities covered by the offer to a distribution of the company’s profits.

7        Accounts and reports

The following shall be included in the prospectus –

(a)     a copy of the company’s latest accounts accompanied by a report thereon by the company’s auditors; and

(b)     any other reports of a specialist nature by any person who could be described as an expert on any aspect of the company’s business, identifying any unusual element of risk to the investor.

8        Registered office and register of members

There shall be stated the address of the company’s registered office and (if different) the address at which its register of members is kept.

9        Principal establishments

The location and nature of the company’s principal operating establishments shall be stated.

10      Directors and secretary

The following shall be stated –

(a)     the names, business occupations (if any) and addresses of the directors or proposed directors of the company; and

(b)     the name, qualifications (if any) and address of the secretary of the company.

11      Advisers

The following shall be stated –

(a)     the name and address of the company’s auditors;

(b)     the name and address of the company’s legal advisers; and

(c)     the name and address of the company’s principal bankers.

12      Additional information

There shall be included any other material information that an investor (including a person who cannot be expected to have any special knowledge of investments of the nature being offered) would reasonably require to enable the person to make an informed judgment about the merits of investing in the securities offered in the prospectus.

13      Date of issue

The date of issue of the prospectus shall be stated.


PART 2

STATEMENTS TO BE INCLUDED IN PROSPECTUS

1        The following statements shall be included –

(a)     “A copy of this document has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation.”;

(b)     “The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of securities in the company.”;

(c)     “It must be distinctly understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the company or for the correctness of any statements made, or opinions expressed, with regard to it.”;

(d)     “If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.”; and

(e)     “The directors of the company have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the directors accept responsibility accordingly.”.[8]

2        If the prospectus is in respect of the issue of securities, the following statement shall also be included –

“It should be remembered that the price of securities and the income from them can go down as well as up.”.

 


Endnotes

Table of Legislation History

Legislation

Year and No

Commencement

Companies (General Provisions) (Jersey) Order 2002

R&O.74/2002

1 September 2002

Transfer of Functions (Economic Development Committee) (Jersey) Act 2003

R&O.101/2003

14 October 2003

Companies (General Provisions) (Amendment) (Jersey) Order 2003

R&O.142/2003

3 December 2003

Companies (General Provisions) (Amendment No. 2) (Jersey) Order 2008

R&O.30/2008

19 February 2008

Companies (General Provisions) (Amendment No. 3) (Jersey) Order 2008

R&O.49/2008

4 April 2008

Companies (General Provisions) (Amendment No. 4) (Jersey) Order 2008

R&O.151/2008

28 November 2008

Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012

R&O.65/2012

17 November 2012

Companies (General Provisions) (Amendment No. 5) (Jersey) Order 2015

R&O.166/2015

22 December 2015

Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020

R&O.138/2020

6 January 2021 (R&O.139/2020)

Table of Renumbered Provisions

Original

Current

10

spent, omitted from this revised edition

11

10

Table of Endnote References



[1] Article 3                      substituted by R&O.151/2008; former Article substituted by R&O.142/2003; amended by R&O.30/2008, R&O.49/2008

[2] Article 3(2)                  amended by R&O.65/2012

[3] Article 5(3)                  amended by R&O.142/2003

[4] Article 6                      deleted by R&O.138/2020

[5] Article 8                      revoked by R&O.166/2015

[6] Article 9                      revoked by R&O.166/2015

[7] Schedule Part 1           paragraph 5 amended by R&O.142/2003

[8] Schedule Part 2           paragraph 1 amended by R&O.142/2003

 


Page Last Updated: 10 Aug 2021