Limited Liability Companies (Amendment No. 2) (Jersey) Law 2022

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Limited Liability Companies (Amendment No. 2) (Jersey) Law 2022

Adopted by the States                                                                   31st March 2022

Sanctioned by Order of Her Majesty in Council                         8th June 2022

Registered by the Royal Court                                                        17th June 2022

Coming into force                                                    in accordance with Article 14

THE STATES, subject to the sanction of Her Most Excellent Majesty in Council, have adopted the following Law –

1        Limited Liability Companies (Jersey) Law 2018 amended

This Law amends the Limited Liability Companies (Jersey) Law 2018.

2        Article 1 (interpretation) amended

In Article 1(1) –

(a)     for the definition “LLC interest” there is substituted –

“ “LLC interest” means any or all of the following –

(a)     a member’s share of the profits and losses of a limited liability company;

(b)     a member’s right to receive distributions of the limited liability company’s assets;

(c)     a member’s voting rights;

(d)     any other rights, benefits and obligations conferred or imposed upon a member by the LLC agreement or this Law;”;

(b)     in the definition “manager” for “Article 21” there is substituted “Article 21(1) and includes a member in whom the management of the limited liability company vests under Article 21(4)”.

3        Article 2 (limited liability company) amended

In Article 2, in paragraph (2), at the beginning there is inserted “Subject to Article 2A”.

4        Article 2A (limited liability company that is a body corporate) inserted

After Article 2 there is inserted –

2A   Limited liability company that is a body corporate

The States may by Regulations make any amendments to this Law (other than this Article) that they consider appropriate for and in connection with –

(a)     conferring a power to form a limited liability company that is a body corporate; and

(b)     applying, disapplying or modifying a provision of this Law in relation to a limited liability company so formed.”.

5        Article 5 (amendment of declaration) amended

In Article 5, after paragraph (4), there is inserted –

“(5)    Despite paragraphs (1) to (4), a limited liability company may change its name from time to time by giving notice to the registrar.”.

6        Article 8 (registered office) amended

In Article 8(6)(a) for “document” there is substituted “register”.

7        Article 13 (admission of members and LLC interests) amended

In Article 13 –

(a)     for paragraph (5) there is substituted –

“(5)    Subject to the LLC agreement, a person may be admitted as member of the limited liability company, even if the member’s LLC interest does not comprise one or more of the following –

(a)     economic rights;

(b)     voting rights;

(c)     any other rights.”;

(b)     in paragraph (6) after “acquiring an LLC interest” there is inserted “that comprises any economic rights”;

(c)     in paragraph (7) for “or any other interest” there is substituted “or any other securities”;

(d)     in paragraph (10) “and any interest of a member who has not acquired an LLC interest in a limited liability company” is deleted.

8        Article 37 (limitation on distribution) amended

In Article 37(1), after “insolvent” there is inserted “or if the result of the distribution or release is that the limited liability company becomes insolvent”.

9        Article 42 (ceasing of rights of member on assignment) amended

In Article 42(2), for “37(3)” there is substituted “37(2)”.

10      Article 47 (fiduciary and other duties owed and not owed) amended

In Article 47, for paragraph (1) there is substituted –

“(1)    A manager owes a duty to the limited liability company to act in good faith in respect of the rights, authorities and obligations that are exercised or performed by the manager or to which the manager is subject in connection with the management of the limited liability company.

(1A)   Subject to the LLC agreement and to the duty referred to in paragraph (1), a manager does not owe any duty (fiduciary or otherwise) to the limited liability company or any member or other person in respect of the limited liability company.”.

11      Article 53 (destruction of old records) amended

In Article 53(2), for “an incorporated limited liability company” there is substituted “a limited liability company”.

12      Article 59 (penalties) amended

In Article 59(1), for “53(6)” there is substituted “54(6)”.

13      Article 60 (Regulations) amended

In Article 60(2)(f), for “Article 10” there is substituted “Article 12”.

14      Citation and commencement

This Law may be cited as the Limited Liability Companies (Amendment No. 2) (Jersey) Law 2022 and comes into force immediately after the commencement of the Limited Liability Companies (Amendment) (Jersey) Law 2020.

Page Last Updated: 17 Jun 2022