Limited Liability Companies (Consequential Amendments) (Jersey) Regulations 2022

(db) where the person is a limited liability company, any manager, any limited liability company in the same group as the limited liability company, and any manager of such a limited liability company;

(dc) any limited liability company that is the AIF;”;

“ “holding company” has the meaning given to it by –

(a) in relation to a body corporate, Article 2 of the Companies (Jersey) Law 1991; and

(b) in relation to a limited liability company, Regulation 2 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;”;

(d) after the definition “key person” there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;

“LLC controller” means a person who is a principal person by virtue of Regulation 4(ba)(i) (but does not include any person who, by virtue of Regulation 4(f), is not a principal person);”;

(e) for the definition “subsidiary” there is substituted –

“ “subsidiary” has the meaning given to it by –

(a) in relation to a body corporate, Article 2 of the Companies (Jersey) Law 1991; and

(b) in relation to a limited liability company, Regulation 2 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;”.

(3) In Regulation 3 (“AIF” defined) –

(a) in paragraph (2), after sub-paragraph (c) there is inserted –

“(ca) it is a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018; or”;

(b) in paragraph (2A) –

(i) in sub-paragraph (a) after “incorporated limited partnership” there is inserted “, a limited liability company”,

(ii) in sub-paragraph (b) after clause (ii) there is inserted –

“(iii) a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018, at least one of the members or the manager is a company within the meaning of Article 1 of the Companies (Jersey) Law 1991;”.

(4) In Regulation 4 (“principal person” defined) –

(a) after sub-paragraph (b), there is inserted –

“(ba) in relation to a limited liability company, means –

(i) a person, other than a person holding LLC interests in the limited liability company only as a custodian or its nominee and able to exercise the voting rights attached to those LLC interests only under instructions given in writing (including by electronic means), who, either alone or with any associate or associates –

(A) directly or indirectly holds 10% or more of the LLC interests in the limited liability company,

(B) is entitled to exercise or control the exercise of not less than 10% of the voting power in meetings of the limited liability company or of any other limited liability company of which it is a subsidiary, or

(C) has an LLC interest in the limited liability company directly or indirectly which makes it possible to exercise significant influence over the management of the limited liability company,

(ii) a manager, or equivalent by whatever name called,

(iii) a person in accordance with whose directions, whether given directly or indirectly –

(A) any manager or, where there is no appointed manager, the members of the limited liability company, or

(B) any manager or where there is no appointed manager, the members of any limited liability company of which the limited liability company is a subsidiary,

is accustomed to act (but disregarding advice given in a professional capacity);”;

(b) in sub-paragraph (f)(ii) after “paragraph (b), (c),” there is inserted “(ca),”;

“(iii) would be a principal person in relation to a limited liability company where –

(A) that limited liability company is described in paragraph (ca) of the definition “AIF entity” in Regulation 2, and

(B) person A would be principal person in relation to that company under paragraph (ba)(i).”.

(5) In Regulation 18 (notification of principal person or key person or change in shareholding) –

(a) after paragraph (2) there is inserted –

“(2A) A person who is an LLC controller must not increase, reduce or dispose of that person’s holding in the limited liability company in respect of which that person is an LLC controller so that the proportion of the LLC interests or voting rights held by the person in the limited liability company reaches, exceeds or falls below 20%, 33% or 50%, or so that the limited liability company becomes the subsidiary of such person or ceases to be such subsidiary unless –

(a) the person has notified the Commission in writing of that person’s intention to increase, reduce or dispose of such holding; and

(b) the Commission has notified the person in writing that there is no objection to the person’s so doing.”;

(b) in paragraph (6) after “(2)” there is inserted “, (2A)”;

(d) in paragraph (8) after “(2)” there is inserted “, (2A)”;

(e) in paragraph (9) for “or (2)” there is inserted “, (2) or (2A)”.

(6) In Regulation 30 (service of notices) –

(a) after paragraph (4)(b), there is inserted –

“(c) in the case of a limited liability company, be served by being delivered to its registered office or secretary;”;

(b) after paragraph (5)(b) there is inserted –

“(c) in the case of a limited liability company, it shall be the registered office of the limited liability company in Jersey.”.

2 Bankruptcy (Désastre) (Jersey) Law 1990 amended

(1) This Regulation amends the Bankruptcy (Désastre) (Jersey) Law 1990.

(2) In Article 1(1) (interpretation) –

(a) after the definition “insolvency”, there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018, and includes a series created within that limited liability company under Article 12 of that Law;

“LLC agreement” has the same meaning as in the Limited Liability Companies (Jersey) Law 2018;”;

(b) after sub-paragraph (c) of the definition “registrar”, there is inserted –

“(ca) a limited liability company; or”.

(3) In Article 4(1) (persons in respect of whose property a declaration may be applied for), after sub-paragraph (da) there is inserted –

“(db) who is a limited liability company; or”.

(4) In Article 10 (prohibition on pursuing alternative remedies, etc. after declaration) –

(a) after paragraph (4), there is inserted –

“(4A) If the debtor is a limited liability company, any of the following made after the declaration is void –

(a) a transfer of any interest in the debtor not being a transfer made to, or with the sanction of, the Viscount; or

(b) an alteration in the status of the limited liability company’s members, as members.”;

(b) for paragraph (6) there is substituted –

“(6) Paragraphs (3), (4) and (4A) shall not avoid a transfer of shares, partnership interests or LLC interests made in exercise of a power under Part 7 of the Security Interests (Jersey) Law 2012 even if not made to, or with the sanction of, the Viscount.”.

(5) In Article 17B (certain definitions in respect of Articles 17 and 17A) –

(a) after paragraph (1A), there is inserted –

“(1B) For the purposes of Articles 17 and 17A, a person is connected with a limited liability company if the person is –

(a) a manager of the limited liability company;

(b) a member of the limited liability company who is involved in its management; or

(b) in paragraph (2), after sub-paragraph (fd), there is inserted –

“(fe) a manager of a limited liability company is an associate of a member of the limited liability company;

(ff) a limited liability company is an associate of a body corporate if –

(i) the same person has control of both the limited liability company and the body corporate,

(ii) a person has control of the limited liability company or the body corporate and is an associate of the person who has control of the other (whether together with or without the person), or

(iii) a group of persons each has control of both the limited liability company and the body corporate and the groups contain the same persons or could be regarded as containing the same persons by treating a member of either group as replaced by an associate of the member;

(fg) a limited liability company is an associate of a person if the person has control of the limited liability company or if the person has control of the limited liability company together with an associate of the person; and”;

“(7) For the purposes of this Article, a person (whether together with or without another person) has control of a limited liability company if –

(a) the terms of the LLC agreement so provide;

(b) the members involved in the management of the limited liability company, or the manager of the limited liability company, are accustomed to act in accordance with the person’s direction or instructions;

(c) the directors, managers, secretary or other similar officers of a body corporate or other entity, which has control of the limited liability company, are accustomed to act in accordance with the person’s direction or instructions; or

(d) the person has control of a body corporate or other entity which has control of the limited liability company.”.

(6) In Article 18 (general duties of debtor), for paragraph (2), there is substituted –

“(2) If the debtor is a company, an incorporated limited partnership or a limited liability company, a person who is or was at the time of the declaration any of the following must, as soon as reasonably practicable in writing, notify the Viscount of any change to the person’s address, employment or name –

(a) a director of the company;

(b) a manager of the limited liability company or a member of the limited liability company involved in its management; or

(7) In Article 20 (attendance of persons respecting debtor or the debtor’s property) –

(a) in paragraph (2), for “or an incorporated limited partnership” there is substituted “, an incorporated limited partnership or a limited liability company”;

(b) in paragraph (5), after sub-paragraph (b), there is inserted –

“(c) in the case of a limited liability company, means a manager or a member of the limited liability company.”.

(8) In Article 24(1) (debtors prohibited from acting in certain capacities), in the definition “private office”, after “partnership,” there is inserted “manager of a limited liability company,”.

(9) In Article 36 (duty of Viscount to report to creditors and pay final dividend), for paragraphs (2) and (2A) there is substituted –

“(2) The Viscount must notify the registrar in writing of the date of payment of the final dividend if the debtor is –

(a) a company registered under the Companies Law;

(b) a foundation;

(d) a limited liability company.”.

(10) In Article 37(6) (surplus of assets), after sub-paragraph (aa) there is inserted –

“(ab) if the debtor is a limited liability company and the LLC agreement does not otherwise provide, distribute the surplus among the members according to their interests in the limited liability company; and”.

(11) In Article 38 (status of debtor following distribution of assets) –

(a) in sub-paragraph (2), for “or incorporated limited partnership, it shall be” there is substituted “, incorporated limited partnership or limited liability company, it is”;

(b) in sub-paragraph (3), after “foundation” there is inserted “, limited liability company”.

(12) For the heading to Part 10, there is substituted “Additional provisions where the debtor is a company, limited liability company or incorporated limited partnership”.

(13) In Article 42A (interpretation – Part 10), after paragraph (2), there is inserted –

“(3) Words and expressions used in this Part (but not those already defined in Article 1(1) of this Law) have the same meanings as they have in the Limited Liability Companies (Jersey) Law 2018.”.

(14) In Article 43(1) (Viscount to report possible misconduct) –

(a) for “or incorporated limited partnership shall” there is substituted “, incorporated limited partnership or limited liability company must”;

(b) in sub-paragraphs (a) and (b), for “or partnership” there is substituted “, partnership or limited liability company”.

(15) In Article 44 (responsibility of persons for wrongful trading) –

(a) in paragraph (1) –

(i) after “in respect of a company” there is inserted “or limited liability company”,

(ii) after “director of the company” there is inserted “or manager of the limited liability company”, and

(iii) after “debts or other liabilities of the company” there is inserted “or the limited liability company”;

(b) in paragraph (2) –

(i) in the introductory text after “director of the company” there is inserted “or manager of the limited liability company”,

(ii) in sub-paragraph (a) after “company” there is inserted “or limited liability company”,

(iii) in sub-paragraph (b) after “company” there is inserted “or limited liability company”;

(d) after paragraph (4) there is inserted –

“(5) In this Article, “manager” has the same meaning as in Article 1 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-.”.

(16) In Article 45 (responsibility for fraudulent trading) –

(a) in paragraph (1) –

(i) for “or an incorporated limited partnership” there is substituted “, an incorporated limited partnership or a limited liability company”,

(ii) for “or partnership” in both places there is substituted “, partnership or limited liability company”;

(b) in paragraph (4), for “or partnership” in each place there is substituted “, partnership or limited liability company”.

(17) After Article 45AA (liability in respect of returned contributions) there is inserted –

“45AB Liability in respect of distributions

(1) This Article applies if –

(a) a declaration has been made in respect of a limited liability company;

(b) within 6 months before the declaration was made, the limited liability company made a distribution to the member or released the member from the performance of an obligation;

(c) the distribution or release was made at a time when the limited liability company was insolvent or became insolvent as a result of the distribution or release; and

(d) the aggregate realisable value of the limited liability company’s assets and the amount paid by way of contribution to its assets (apart from this Article) is not sufficient for the payment of its liabilities and expenses in connection with the “désastre”.

(2) Subject to paragraph (3), the court, on the application of the Viscount, may order the member to whom the payment was made or who was released from the obligation to contribute in accordance with this Article to the assets of the limited liability company to enable the insufficiency to be met.

(3) A member to whom a payment was made or who was released from an obligation may be ordered to contribute an amount not exceeding the amount of the relevant payment that the member received, or the value of the obligation from which that member was released.”.

(18) After Article 45C (liability as contributories of present and past partners of incorporated limited partnerships) there is inserted –

“45D Liability as contributories of present and past members of limited liability companies

(1) Except as otherwise provided by this Article, where a declaration has been made in respect of a limited liability company, each present and past member of the limited liability company is liable to contribute to its assets to an amount sufficient for payment of its liabilities, the expenses of the “désastre”, and for the adjustment of the rights of the contributories among themselves.

(2) A contribution is not required from a present or past member of a limited liability company exceeding the amount for which, under Article 30 of the Limited Liability Companies (Jersey) Law 2018, that member is liable to the limited liability company.

(3) A sum due to a member of a limited liability company in his or her capacity as a member, by way of profits or otherwise, is not in a case of competition between that member and any other creditor who is not a member of the limited liability company a liability of the limited liability company payable to that member, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributors among themselves.”.

3 Collective Investment Funds (Jersey) Law 1988 amended

(1) This Regulation amends the Collective Investment Funds (Jersey) Law 1988.

(2) In Article 1(1) (interpretation), in the definition “principal person”, after sub-paragraph (b) there is inserted –

“(ba) in relation to a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018, subject to sub-paragraph (f), means –

(i) a person, other than a person holding interests in the limited liability company only as a custodian or its nominee and able to exercise the voting rights attached to those interests only under instructions given in writing (including by electronic means), who, either alone or with any associate or associates –

(A) directly or indirectly holds 10% or more of the interests in the limited liability company,

(C) has an interest in the limited liability company directly or indirectly which makes it possible to exercise significant influence over the management of the limited liability company,

(ii) a manager as defined in Article 1(1) of the Limited Liability Companies (Jersey) Law 2018,

(iii) a person in accordance with whose directions, whether given directly or indirectly, any manager of the limited liability company, or manager of any limited liability company of which the limited liability company is a subsidiary, is accustomed to act (but disregarding advice given in a professional capacity);”.

(3) For Article 5(2) (requirement for functionary to hold permit) there is substituted –

“(2) Subject to the provisions of this Law, a body falling within the following list must not, in or from within a country or territory that is outside Jersey, be or hold itself out as being a functionary of a recognised fund except under a permit –

(a) a company incorporated under the Loi (1861) sur les Sociétés à Responsabilité Limitée or the Companies (Jersey) Law 1991;

(b) a limited liability partnership registered under the Limited Liability Partnerships (Jersey) Law 2017;

(d) a limited partnership established under the Limited Partnerships (Jersey) Law 1994;

(e) a separate limited partnership established under the Separate Limited Partnerships (Jersey) Law 2011;

(f) a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018.”.

(4) In Article 8 (requirement for unclassified fund to hold certificate) –

(a) after paragraph (1A) there is inserted –

“(1B) A limited liability company shall not carry on the business of a collective investment fund.”;

(b) in paragraph (2) for “or (1A)” there is substituted “, (1A) or (1B)”.

4 Collective Investment Funds (Restriction of Scope) (Jersey) Order 2000 amended

In Article 1 (interpretation) of the Collective Investment Funds (Restriction of Scope) (Jersey) Order 2000 –

(a) after the definition “Law” there is inserted –

“ “LLC interest” means an interest in a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;

“non-equity LLC interests” means LLC interests where –

(a) any of the rights of the LLC interests to receive payments are for a limited amount that is not calculated by reference to the limited liability company’s assets or profits or the distributions on any class or series of equity LLC interest;

(b) any of the rights of the LLC interests to participate in a surplus in a winding-up are limited to a specific amount that is not calculated by reference to the limited liability company’s assets or profits, and such limitation had a commercial effect in practice at the time the LLC interests were issued or, if later, at the time the limitation was introduced; or

(c) the LLC interests are redeemable either according to their terms, or because the holder, or any party other than the issuer, can require their redemption;”;

(b) in the definition “relevant consent”, after sub-paragraph (c) there is inserted –

“(d) in the case of a limited liability company, the consent of the Commission under Article 4A or Article 11A of the 1958 Order to the creation of securities in connection with the scheme or to the raising of money in Jersey by the creation of such securities;”;

(c) in the definition “securities”, after “units” there is inserted “, LLC interests including non-equity LLC interests”.

5 Companies (Jersey) Law 1991 amended

(1) This Regulation amends the Companies (Jersey) Law 1991.

(2) In Article 73 (directors) after paragraph (4C) there is inserted –

“(5) A limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 shall not be a director of a company.”.

(3) In Article 127B(3)(b) (bodies eligible to merge) after “incorporated” there is inserted “or registered”.

6 Control of Borrowing (Jersey) Law 1947 amended

(1) This Regulation amends the Control of Borrowing (Jersey) Law 1947.

(2) In Article 1 (interpretation) –

(a) in paragraph (1) –

(i) after the definition “issue”, there is inserted –

(ii) after the definition “limited partnership”, there is inserted –

“LLC interest” has the same meaning as in the Limited Liability Companies (Jersey) Law 2018;”,

(iii) in the definition “security”, after “debenture stock” there is inserted “, LLC interests”;

(b) after paragraph (6), there is inserted –

“(7) For the purposes of this Law, the registration of a limited liability company under the Limited Liability Companies (Jersey) Law 2018 is taken to create an LLC interest in the limited liability company.”.

(3) In Article 2 (control of borrowing, etc.) –

(a) after paragraph (1)(e) there is inserted –

“(ea) the issue to a limited liability body registered outside Jersey of a certificate of continuance under Regulation 75 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;”;

(b) after paragraph (10), there is inserted –

“(10A) This Article applies in relation to an LLC interest in a limited liability company as it applies in relation to shares in a body corporate as if –

(a) any reference to the issue of shares in a body corporate by that body corporate were a reference to the creation of an LLC interest in the limited liability company; and

(b) any reference to shares in a body corporate incorporated, or not incorporated, under the law of Jersey were a reference to an LLC interest created in a limited liability company registered, or not registered, in accordance with the Limited Liability Companies (Jersey) Law 2018.”.

7 Control of Borrowing (Jersey) Order 1958 amended

(1) This Regulation amends the Control of Borrowing (Jersey) Order 1958.

(2) After Article 4 (issue of securities other than shares) there is inserted –

“4A Issue of securities other than LLC interests

(1) A limited liability company must not, without the consent of the Commission, for any purpose issue any securities if either the limited liability company is registered under the law of Jersey or the securities are or are to be registered in Jersey.

(2) Despite paragraph (1), the consent of the Commission to the issue of securities is not required where –

(a) the limited liability company –

(i) is registered under the law of Jersey and the number of persons in whose names the securities are or are to be registered does not exceed 10 (joint holders being counted as one person), or

(ii) is not registered under the law of Jersey and the number of persons in whose names the securities are or are to be registered in Jersey does not exceed 10 (joint holders being counted as one person); or

(b) the securities are issued by the limited liability company for the sole purpose of securing money borrowed by it, if the borrowing is in the ordinary course of its business and is from a person carrying on a banking undertaking.

(3) In this Article “securities” does not include LLC interests.”.

(3) After Article 5 (continuance of external body corporate in Jersey) there is inserted –

“5A Continuance of external limited liability company in Jersey

A certificate of continuance under Regulation 92 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202- must not be issued to a limited liability company unless it has obtained the consent of the Commission to keep in issue, on its continuance in Jersey, its LLC interests, debentures and other securities that are in issue at the time when it applies for the certificate of continuance.”.

(4) After Article 11 (limited liability partnerships), there is inserted –

“11A Limited liability companies

(1) A person must not, without the consent of the Commission –

(a) raise money in Jersey for the purposes of a limited liability company by the creation of any LLC interest;

(b) for any purpose create any LLC interest in a limited liability company if either that limited liability company is governed by the law of Jersey or the interests are or are to be registered in Jersey;

(c) circulate in Jersey any offer for subscription, sale or exchange of any LLC interest created under a purported limited liability company not registered in accordance with the Limited Liability Companies (Jersey) Law 2018.

(2) For the purposes of this Article, a person raises money in Jersey only if the money is made available in Jersey.”.

8 Control of Housing and Work (Jersey) Law 2012 amended

(1) This Regulation amends the Control of Housing and Work (Jersey) Law 2012.

(2) In Article 1(1) (interpretation) after the definition “lease”, there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;

“LLC interest” has the same meaning as in the Limited Liability Companies (Jersey) Law 2018;”.

(3) In Article 25 (requirement for undertakings to have a licence) –

(a) after paragraph (4) there is inserted –

“(4A) For the purposes of paragraph (3), where the undertaking is a limited liability company –

(a) a person is deemed to own an LLC interest if the person has any interest in it (whether equitable, legal or contractual) other than an interest as bare nominee or bare trustee; and

(b) “significant” means the acquisition of an LLC interest (whether or not by means of one or more acquisitions) such that the LLC interest owned by any of the following persons (whether or not acting collectively) is, when aggregated, less than 60% –

(i) Entitled,

(ii) Licensed,

(iii) Entitled for work only.”;

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

“(5) Paragraph (3) does not apply to the following undertakings –

(a) an undertaking listed on a recognised stock exchange;

(b) a company with a share capital or a limited liability company if –

(i) there has been one significant change in the ownership of the company or limited liability company after 1st July 2013, and

(ii) since that change, the amount of share capital owned by, or the LLC interest of, a person with Entitled, Licensed to Entitled for Work Only status (whether or not acting collectively) has not increased to 60% or more.”;

(4) In Article 40 (service of notices) –

(a) in paragraph 2(a), after “company incorporated in Jersey” there is inserted “or limited liability company”;

(b) in paragraph (3), after “address of the company,” there is inserted “limited liability company”.

9 Control of Housing and Work (Exemptions) (Jersey) Order 2013 amended

(1) This Regulation amends the Control of Housing and Work (Exemptions) (Jersey) Order 2013.

(2) In Article 1 (interpretation) –

(a) for the definitions of “international group”, “group” and “holding company”, there is substituted –

“ “group”, in relation to a company or limited liability company, means –

(a) that company or limited liability company;

(b) the holding company or holding limited liability company of the company or limited liability company;

(d) any companies or limited liability companies which are subsidiaries of the holding company or holding limited liability company of the company or limited liability company, as the case may be;

“holding company” has the meaning given to it by Article 2 of the Companies (Jersey) Law 1991;

“holding limited liability company” has the meaning given to it by Regulation 2 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;

“international group” means a group consisting of at least one company or limited liability body registered outside Jersey;

“limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;”;

(b) in the definition “financial services company” after “means a company” there is inserted “or limited liability company”;

(3) In Article 2 (persons exempt from duty to have registration card for work), after sub-paragraph (a)(i) there is inserted –

“(ia) a manager or secretary or deputy secretary of a limited liability company,”.

(4) In Article 3(1) (undertakings exempt from duty to have a business licence) –

(a) after sub-paragraph (b)(i) there is inserted –

“(ia) in the case of a limited liability company, a managing member, manager, secretary or deputy secretary,”;

(b) after sub-paragraph (d)(iii)(A) there is inserted –

“(AA) in the case of a limited liability company, a managing member, manager, secretary or deputy secretary,”.

(5) In Article 4(1) (description of individuals to be disregarded for maximum numbers condition in business licences), after sub-paragraph (d)(i), there is inserted –

“(ia) in the case of a limited liability company, a member, manager, secretary or deputy secretary,”.

10 Corruption (Jersey) Law 2006 amended

(1) This Regulation amends the Corruption (Jersey) Law 2006.

(2) In Article 1(1) (interpretation), after the definition “Jersey company”, there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;”.

(3) In Article 8(2)(a) (extended jurisdiction for offences), after “a Jersey company” there is inserted “, a limited liability company”.

11 Crime and Security (Jersey) Law 2003 amended

(1) This Regulation amends the Crime and Security (Jersey) Law 2003.

(2) In Article 1 (interpretation) –

(a) in paragraph (1), in the definition “Island person”, after sub-paragraph (c) there is inserted –

“(d) a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;”;

(b) in paragraph (3), after sub-paragraph (b), there is inserted –

“(c) an unincorporated body having a separate legal personality registered under the law of such a country or territory.”;

“(4A) For the purposes of paragraph (3)(c) in its application to Part 3, a branch situated in a country or territory outside Jersey of an Island person that is a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 is taken to be a body having separate legal personality registered under the law of the country or territory where the branch is situated.”.

(3) In Article 7(2)(b) (power to make freezing order), for “or limited liability partnerships” there is substituted “, limited liability partnerships or limited liability companies”.

12 Crime (Transnational Organized Crime) (Jersey) Law 2008 amended

In the Crime (Transnational Organized Crime) (Jersey) Law 2008 in Article 8(1)(c) (territorial application), after “under a law of Jersey” there is inserted “, a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018”.

13 Education (Grants and Allowances) (Jersey) Order 2018 amended

In Article 3A (meaning of “income”) of the Education (Grants and Allowances) (Jersey) Order 2018, after paragraph (4)(a) there is inserted –

“(aa) the LLC interest, for a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;”.

14 Employment (Jersey) Law 2003 amended

(1) This Regulation amends the Employment (Jersey) Law 2003.

(2) In Article 1(1) (interpretation and application) –

(a) after the definition “collective employment dispute” there is inserted –

“ “company” means a company as defined under Article 1(1) of the Companies (Jersey) Law 1991 or a body corporate incorporated under an equivalent law of a jurisdiction outside Jersey;”;

(b) after the definition “job” there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;

“limited liability partnership” means a limited liability partnership registered under the Limited Liability Partnerships (Jersey) Law 2017;”.

(3) In Article 3(2) after “a body corporate” there is inserted “, a limited liability company”.

(4) In Article 58 (change of employer), after paragraph (7), there is inserted –

“(8) In this Article, “company” includes a limited liability company.”.

(5) For Article 79(7) (restrictions on contracting out) there is substituted –

“(7) In this Article, an employer is an associated employer of another employer if –

(a) each employer is a company or a limited liability company; and

(b) either –

(i) one employer has control of the other, or

(ii) both employers are controlled by the same third person.”.

(6) In Article 84 (declaration of interests, etc.) –

(a) in paragraph (3), after “company” there is inserted “or limited liability company”;

(b) in paragraph (5), in each place, after “company” there is inserted “or limited liability company”.

15 Financial Services (Jersey) Law 1998 amended

(1) This Regulation amends the Financial Services (Jersey) Law 1998.

(2) In Article 1(1) (general interpretation) –

(a) in the definition “associate”, after sub-paragraph (c), there is inserted –

“(ca) any limited liability company of which the person is a manager;

(cb) where the person is a limited liability company, any manager, any limited liability company in the same group as the limited liability company, and any manager of such a limited liability company;”;

(b) in the definition “director”, after “whatever name called” there is inserted “, and includes a manager of a limited liability company”;

“ “group” means, in relation to a company or a limited liability company –

(a) that company or limited liability company;

(b) any other company or limited liability company which is its holding company or holding limited liability company, or its subsidiary; and

(c) any other company or limited liability company which is a subsidiary of that holding company or holding limited liability company;”;

(d) after the definition “holding company” there is inserted –

“ “holding limited liability company” has the meaning given to that expression under Regulation 2 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;”;

(e) after the definition “key person” there is inserted –

“ “limited liability company” means a limited liability company registered under either the LLC Law or a body established under an equivalent law of a jurisdiction outside Jersey;

“LLC controller” has the meaning given by sub-paragraph (ba)(i) of the definition “principal person”;

“LLC interest” has the same meaning as in the LLC Law;

“LLC Law” means the Limited Liability Companies (Jersey) Law 2018;

“manager”, in relation to a limited liability company, includes a member of that limited liability company in whom the management of the limited liability company vests in accordance with Article 21 of the LLC Law;”;

(f) in the definition “partner” after “howsoever called” there is inserted “and includes a member of a limited liability company”;

(g) in the definition “principal person”, after sub-paragraph (b), there is inserted –

“(ba) being a limited liability company means –

(A) directly or indirectly holds not less than 10% of the LLC interests in the limited liability company,

(C) has an LLC interest in the limited liability company directly or indirectly which makes it possible to exercise significant influence over the management of the limited liability company,

(ii) a manager, or equivalent by whatever name called,

(iii) a person in accordance with whose directions, whether given directly or indirectly –

(A) any manager, or where there is no appointed manager, the members of the limited liability company, or

(B) any manager or where there is no appointed manager, the members of any limited liability company of which the limited liability company is a subsidiary,

is accustomed to act (but disregarding advice given in a professional capacity),

but not including, in relation to limited liability company that is a Jersey AIF, any shareholder controller of that limited liability company;”;

(h) for the definition “secretary” there is substituted –

“ “secretary” means a person occupying the position of, and carrying out the duties of –

(a) in respect of a service provided by a person carrying on trust company business, a company secretary, howsoever named;

(b) the secretary of a limited liability partnership under the Limited Liability Partnerships (Jersey) Law 2017;

(i) for the definition “subsidiary” there is substituted –

“ “subsidiary” has the meaning given to it by –

(a) in relation to a body corporate, Article 2 of the Companies (Jersey) Law 1991; and

(b) in relation to a limited liability company, Regulation 2 of the Limited Liability Companies (General Provisions) (Jersey) Regulations 202-;”.

(3) In Article 2 (“financial service business” defined) –

(a) in paragraph (3), after sub-paragraph (c), there is inserted –

“(ca) the provision of services to limited liability companies; or”;

(b) in paragraph (3)(d), for “(b) or (c)” there is substituted “(b), (c) or (ca)”;

(i) in paragraph (4)(e), after “secretary of a company”,

(ii) in paragraph (4)(f), after “business address for a company”,

(iii) in paragraph (4)(g), after “administrative address for a company”,

(iv) in the header text to paragraph (5), after “reference to a company”,

(v) in paragraph (5)(a), after “to a company”;

(d) in paragraph (4)(a), after “company formation agent”, there is inserted “, a limited liability company formation agent”;

(e) after sub-paragraph (4)(d) there is inserted –

“(da) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a member or manager of a limited liability company;”;

(f) in paragraph (6), after “a partnership formation agent” there is inserted “, a limited liability company formation agent”.

(4) In Article 7 (prohibition of carrying on unauthorised financial service business) –

(a) in paragraph (1)(b) after “company incorporated in Jersey” there is inserted “or a limited liability company registered in Jersey”;

(b) in paragraph (3) after “company incorporated in Jersey” there is inserted “or limited liability company registered in Jersey”.

(5) In Article 9(4)(d) (registration or refusal of application, or revocation of registration), after “company incorporated in Jersey” there is inserted “or a limited liability company registered in Jersey”.

(6) In Article 14 (notification of change of principal person, key person or shareholding) –

(a) in the Article heading for “or shareholding” there is inserted “, shareholding or LLC interest”;

(b) after paragraph (2) there is inserted –

(a) the person has notified the Commission in writing of that person’s intention to increase, reduce or dispose of such holding, as the case may be; and

(b) the Commission has notified the person in writing that there is no objection to the person’s so doing.”;

(d) in paragraph (6) after “(2)” there is inserted “, (2A)”;

(e) in paragraph (7) after “(2)” there is inserted “, (2A)”;

(f) in paragraph (8) after “(2)” there is inserted “, (2A)”;

(g) in paragraph (9) for “or (2)” there is inserted “, (2) or (2A)”.

(7) In Article 16 (powers of the Commission and Court in respect of shares) –

(a) in the Article heading after “shares” there is inserted “or LLC interests”;

(b) for paragraph (1) there is substituted –

“(1) The powers conferred by this Article are exercisable where a person has contravened Article 15(2) and –

(a) the registered person is a company and the person concerned is a shareholder controller of that company; or

(b) the registered person concerned is a limited liability company and the person concerned is an LLC controller of that limited liability company.”;

(i) in paragraph (2) after “shares” in each place in which it occurs,

(ii) in paragraph (3) after “shares”,

(iii) in paragraph (5) after “shares”,

(iv) in paragraph (6) after “shares”,

(v) in paragraph (7) after “shares” in each place in which it occurs,

(vi) in paragraph (8) after “shares;

(d) in paragraph (7)(b) –

(i) after “another company” there is inserted “or limited liability company”,

(ii) after “that company” there is inserted “or limited liability company.

(8) In Article 18 (communication with Commission by auditors and approved professionals) –

(a) in paragraph (2)(c) after “company” there is inserted “or limited liability company”;

(b) in paragraph 3(f) after “company” there is inserted “or limited liability company”.

(9) In Article 38(1)(da) (after clause (iii)) there is inserted –

“(iv) a manager of a limited liability company that carries on investment business and is registered under this Law;”.

(10) In Article 39A(1) (interpretation), in the definition “company”, for “(whether or not incorporated and wherever incorporated or constituted)” there is substituted “(whether or not incorporated, wherever incorporated or constituted, and including limited liability companies registered under the LLC Law)”.

(11) In Article 39C(3) (meaning of “inside information”), after “company” in each place there is inserted “or limited liability company”.

(12) In Article 39D(2)(a) (meaning of “having information as an insider”) –

(a) in clause (i), for “an” there is substituted “a body corporate that is an”;

(b) after clause (i) there is inserted –

“(ia) being a manager or a member of a limited liability company that is an issuer of securities,”.

(13) In Article 40(4) (service of notices), after sub-paragraph (a) there is inserted –

“(aa) in the case of a limited liability company registered in Jersey, be served by being delivered to its registered office;”.

(14) In Schedule 1 –

(a) in paragraph 3 –

(i) in the heading, after “shares” there is inserted “, LLC interests”,

(ii) for “paragraph 1 or 2” there is substituted “paragraph 1, 2 or 9B”;

(b) in paragraph 4(a), for “paragraph 1, 2 or 3” there is substituted “paragraph 1, 2, 3 or 9B”;

“9B LLC interests

Interests in a limited liability company (LLC interests).”.

(15) In Schedule 2 –

(a) in paragraph 3B(2), for clause (b) there is substituted –

“(b) is not –

(i) a company incorporated in Jersey, or

(ii) a limited liability company registered in Jersey.”;

(b) in paragraph 4, in Note (1) –

(i) in paragraph (b)(i), after “companies” there is inserted “or limited liability companies”,

(ii) in paragraph (1)(c), for “a company is connected with another company” there is substituted “a company or limited liability company is connected with another company or limited liability company”;

(i) in sub-paragraph (1) –

(A) in clause (a), after “companies” there is inserted “or limited liability companies”,

(B) for clause (c) there is substituted –

“(c) one of them is a director, manager, other officer or employee of a company or limited liability company acting in the person’s capacity as trustee and the other is that company or limited liability company or a connected company of a company or limited liability company in relation to that company or limited liability company.”,

(ii) in sub-paragraph (2) –

(A) in clause (a), after “companies” there is inserted “or limited liability companies”,

(B) for clause (c) there is substituted –

“(c) the other person is acting in the person’s capacity as a trustee and is a director, manager, other officer or employee of, the company or limited liability company which is the agent, or of a company or limited liability company which is a connected company or limited liability company in relation to the agent,”,

(iii) in sub-paragraph (3) –

(A) in clause (a), after “companies” there is inserted “or limited liability companies”,

(B) for clause (c) there is substituted –

“(c) the other person is acting in the person’s capacity as a trustee and is a director, manager, other officer or employee of the company or limited liability company which is carrying on such management or giving such advice or of a company or limited liability company which is a connected company or limited liability in relation to it.”,

(iv) in Note (1) after “company” wherever it occurs there is inserted “or limited liability company”,

(v) in Note (2) after “company” wherever it occurs there is inserted “or limited liability company”;

(d) in paragraph 9 –

(i) in sub-paragraph (1) –

(A) after “company” wherever it occurs there is inserted “or limited liability company”,

(B) after “shares” wherever it occurs there is inserted “or LLC interests”,

(ii) in sub-paragraph (2)(a), after “company” wherever it occurs there is inserted “or limited liability company”,

(iii) in Note (1) in the definition “shares” and “debentures” –

(A) after “ “shares” ” there is inserted “, “LLC interests” ”,

(B) for “paragraph 1 or 2” there is inserted “paragraph 1, 2 or 9B”,

(iv) in Note 1 in the definition “a relevant trustee” –

(A) after “shares” there is inserted “or LLC interests”,

(B) after “company” wherever it occurs there is inserted “or limited liability company”,

(v) in Note (2) –

(A) for “For the purposes of this paragraph a company is connected with another company” there is substituted “For the purposes of this paragraph a company or limited liability company is connected with another company or limited liability company”,

(B) for sub-paragraph (b) there is substituted –

“(b) one is entitled, either alone or with any other company or limited liability company in the same group, to exercise or control the exercise of a majority of the voting rights, (other than as nominee shareholder or nominee LLC interest holder) which are attributable to the share capital or LLC interests in issue and are exercisable in all circumstances at any general meeting or members meeting of the other company or limited liability company or of its holding company or holding limited liability company; or”;

“(c) the first mentioned company or limited liability company holds, or a company or limited liability company in the same group as the first-mentioned company or limited liability company holds, an interest in the equity share capital or equity LLC interests of the other company or limited liability company carrying rights to vote in all circumstances at general meetings or members meetings for the purpose of securing a contribution to the activities of the first-mentioned company or limited liability company or the company or limited liability company in the same group as that company or limited liability company respectively by the exercise of control arising from that interest.”;

(e) in paragraph 10 –

(i) in the heading after “shares,” there is inserted “LLC interests,”,

(ii) for sub-paragraph (1) there is substituted –

“(1) The issuing of a company or limited liability company of its own shares or LLC interests or of share warrants or LLC interest warrants in respect of any shares or LLC interests, or by any person of the person’s own debentures or debenture warrants.”,

(iii) for the Note there is substituted –

“Note: For the purposes of this paragraph, “shares”, “LLC interests” and “debentures” include any investments falling within paragraph 1, 2 or 9B of Schedule 1 and “share warrants”, “LLC interest warrants” and “debenture warrants” means any investment which falls within paragraph 3 of Schedule 1 and, in the case of debenture warrants relates to debentures issued by the person concerned.”;

(f) in paragraph 11 –

(i) in the heading, after “company” there is inserted “or limited liability company”,

(ii) for “Dealing in the shares of a company” there is substituted “Dealing in the shares of a company or LLC interests of a limited liability company”,

(iii) for sub-paragraph (a) there is substituted –

“(a) the shares or LLC interests comprise shares or LLC interests carrying at least 75% of the voting rights attributable to share capital or all LLC interests in issue which are exercisable in all circumstances at a general meeting or members meeting of the company or limited liability company;”,

(iv) in sub-paragraph (b) after “shares” there is inserted “or LLC interests”,

(v) in the Note, for the definition “connected persons” there is substituted –

“ “connected persons”, in relation to the seller of the shares or LLC interests, means persons each of whom is, or is a close relative of, a director or manager of the company or limited liability company and, in relation to the buyer or underwriter of or the subscriber for the shares or LLC interests, means persons each of whom is, or is a close relative of, a person who is to be a director or manager of the company or limited liability company.”;

(g) in paragraph 14 –

(i) in the heading for “company directors” there is substituted “directors or managers”,

(ii) after “director of a company” there is inserted “or manager of a limited liability company”,

(iii) for the introductory text there is substituted –

“Deciding as the director of a company or the manager of a limited liability company on the purchase, sale, subscription for or underwriting of investments by that company or limited liability company or another company or limited liability company in the same group as that company or limited liability company”,

(iv) in sub-paragraph (a), (b) and (c) after “director” there is inserted “or manager”,

(v) in the Note, after “alternate” there is inserted “and “manager” includes a duly appointed proxy manager”;

(h) in paragraph 15 –

(i) in the heading, after “directors” there is inserted “or managers”,

(ii) after “co-director” there is inserted “or as manager to a “co-manager”,

(iii) after “company” there is inserted “or limited liability company”,

(iv) in sub-paragraph (b), after “director” there is inserted “or manager,

(v) in the Note, after “alternate” there is inserted “and “manager” includes a duly appointed proxy manager”;

(i) in paragraph 18 in Part 2 –

(i) in the definition “relevant consent” –

(A) after “4,” there is inserted “4A,”,

(B) for “or 10” there is substituted “, 10 or 11A”,

(ii) in the definition “securities” after “shares” there is inserted “, LLC interests”.

(16) In Schedule 6 –

(a) in paragraph 2 after “company” there is inserted “or limited liability company”;

(b) in paragraph 3 (warrants), after “shares” there is inserted “or LLC interests”;

(d) after paragraph 7 there is inserted –

“8 LLC interests

LLC interests.”.

16 Financial Services (Financial Service Business) (Jersey) Order 2009 amended

In the Schedule to the Financial Services (Financial Service Business) (Jersey) Order 2009 –

(a) in item F, after “company”, there is inserted “, limited liability company”;

(b) in item I, after “company”, there is inserted “, as secretary of a limited liability company”;

(d) in item K, after “company” there is inserted “, limited liability company”;

(e) in item M after “shareholder” there is inserted “, member”;

(f) after item OA, there is inserted –

“OB	Acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of a member or manager of a limited liability company.	2(3) and 2(4)(da)”.

17 Financial Services (Investment Business (Restricted Investment Business – Exemption)) (Jersey) Order 2001 amended

In the Financial Services (Investment Business (Restricted Investment Business – Exemption)) (Jersey) Order 2001, in Article 3(4) (meaning of “professional investor regulated scheme”) –

(a) in the definition “relevant consent”, after sub-paragraph (c), there is inserted –

“(d) in the case of a limited liability company, the consent of the Commission under Article 4A or Article 11A of the 1958 Order to the creation of securities or LLC interests or to the raising of money in Jersey by the creation of securities or LLC interests;”;

(b) in the definition “securities”, after “limited partnership” there is inserted “or LLC interests”.

18 Financial Services (Investment Business (Special Purpose Investment Business – Exemption)) (Jersey) Order 2001 amended

In the Financial Services (Investment Business (Special Purpose Investment Business – Exemption)) (Jersey) Order 2001, in Article 3(4) (meaning of “special purpose regulated scheme”) –

(a) in the definition “relevant consent”, after sub-paragraph (c), there is inserted –

(b) in the definition “securities”, after “limited partnership” there is inserted “or LLC interests”.

19 Financial Services (Trust Company Business (Exemptions)) (Jersey) Order 2000 amended

In the Schedule to the Financial Services (Trust Company Business (Exemptions)) (Jersey) Order 2000 –

(a) in the following places, there is inserted “or limited liability company” –

(i) in paragraph 4 (private trust company business) –

(A) in the introductory text after “A person being a company”, and

(B) in the full-out text after “name of the company”,

(ii) in paragraph 4A (private trust company business in respect of foundations) –

(A) in the introductory text after “A person being a company”, and

(B) in the full-out text after “name of the company”;

(b) for paragraph 11, there is substituted –

“11 Connected company or limited liability company

A company or limited liability company, when providing a service specified in Article 2(4) of the Law to a connected company or limited liability company.

Note: For the purposes of this paragraph a company or limited liability company is connected with another company or limited liability company if –

(a) they are in the same group;

(b) one is entitled, either alone or with any other company or limited liability company in the same group, to exercise or control the exercise of a majority of the voting rights, (other than as nominee shareholder or member) which –

(i) are attributable to the share capital or LLC interests, and

(ii) are exercisable in all circumstances at any general meeting, meeting under Article 15 or 16(2) of the LLC Law, or meeting under the LLC agreement of the other company or limited liability company or of its holding company or holding limited liability company; or

(c) the first-mentioned company or limited liability company holds, or a company or limited liability company in the same group as the first-mentioned company or limited liability company holds, an interest in the equity share capital or an LLC interest in the other company or limited liability company carrying rights to vote in all circumstances at –

(i) general meetings,

(ii) meetings under Articles 15 and 16(2) of the Limited Liability Companies (Jersey) Law 2018, or

(iii) meetings under the LLC agreement

for the purpose of securing a contribution to the activities of the first-mentioned company or limited liability company or the company or limited liability company in the same group as that company or limited liability company by the exercise of control or influence arising from that interest in the equity share capital or LLC interest.”;

(i) for the paragraph heading there is substituted “Director or manager”,

(ii) for the introductory text in sub-paragraph (1), there is substituted –

“(1) A person, when acting as or fulfilling the function of a director of a company or a manager of a limited liability company, if in relation to that company or limited liability company –”,

(iii) in sub-paragraph (1)(b), for “board of directors” there is substituted “board of directors of the company or managers of the limited liability company”,

(iv) for sub-paragraph (2) there is substituted –

“(2) An individual, when acting or fulfilling the function of a director of a company or a manager of a limited liability company, if the individual, in or from within Jersey, acts as or fulfils the function of director or manager of not more than 6 companies or limited liability companies (including the first-mentioned company or limited liability company).”,

(v) in sub-paragraph (3) –

(A) after “number of companies” there is inserted “or limited liability companies”,

(B) after “director of a company” there is inserted “or manager of a limited liability company”;

(d) for paragraph 15 (director – registered person) there is substituted –

“15 Director or manager – registered person

(1) A person, when acting as or fulfilling the function of a director of a company if –

(a) the company for which the person is acting as a director or fulfilling the function of a director is a registered person; or

(b) the company for which the person is acting as a director or fulfilling the function of a director is a wholly owned subsidiary of a company referred to in clause (1)(a) or a limited liability company referred to in clause 2(a) in respect of which the person is also a director or manager or fulfilling the function of a director or manager.

(2) A person, when acting as or fulfilling the function of a manager of a limited liability company if –

(a) the limited liability company for which the person is acting as a manager or fulfilling the function of a manager is a registered person;

(b) the limited liability company for which the person is acting as a manager or fulfilling the function of a manager is a wholly owned subsidiary of a company referred to in sub-paragraph 1(a) or limited liability company referred to in sub-paragraph (2)(a) in respect of which the person is also a director or manager or fulfilling the function of a director or manager.

Note: In this paragraph “registered person” means a person who is registered, authorized, licensed, a holder of a permit or a certificate holder under –

(a) the Collective Investment Funds (Jersey) Law 1988;

(b) the Banking Business (Jersey) Law 1991;

(d) the Financial Services (Jersey) Law 1998.

20 Financial Services (Trust Company Business (Exemptions No. 2)) (Jersey) Order 2000 amended

In paragraph 1 of the Schedule to the Financial Services (Trust Company Business (Exemptions No. 2)) (Jersey) Order 2000, in sub-paragraph (1)(b) of the note, after “Jersey” there is inserted “or a limited liability company registered in Jersey”.

21 Financial Services (Trust Company Business (Exemptions No. 3)) (Jersey) Order 2001 amended

In the Schedule to the Financial Services (Trust Company Business (Exemptions No. 3)) (Jersey) Order 2001 –

(a) in paragraph 1 –

(i) in the Schedule paragraph heading after “company” there is inserted “or limited liability company”,

(ii) after “person being a company” there is inserted “or a limited liability company”,

(iii) in clause (b), after “powers afforded the company” there is inserted “or limited liability company”,

(iv) in the note, after “either the company”, there is inserted “or limited liability company”;

(b) in paragraph 1A –

(i) in the Schedule paragraph heading after “company” there is inserted “or limited liability company”,

(ii) after “person being a company” there is inserted “or a limited liability company”,

(iii) in clause (b), after “powers afforded the company” there is inserted “or limited liability company”,

(iv) in the note, after “unless the company”, there is inserted “or limited liability company”;

“2A Manager of a limited liability company

(1) A person –

(a) who does not solicit, or provide trust company business to, the public; and

(b) who is a manager of a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018,

when providing a trust company business in respect of that limited liability company.

(2) This paragraph does not have effect unless the person or the limited liability company concerned is administered by a registered person registered to carry on trust company business.”;

(d) in paragraph 3 (agent for the sale of trading companies and partnerships) –

(i) after “companies” where it occurs in the paragraph heading and that paragraph there is inserted “, limited liability companies”,

(ii) after “company” where it occurs in that paragraph and in the Note there is inserted “, limited liability company”;

(e) in paragraph 4 (investment company subsidiary) after “company” there is inserted “or limited liability company” –

(i) in the paragraph heading, and

(ii) in clause (a);

(f) for paragraph 5 (agent for the sale of trading companies and partnerships locally trading) there is substituted –

“5 Agent for the sale of trading companies, limited liability companies and partnerships locally trading

An agent who arranges the sale, transfer or disposal of companies, limited liability companies or partnerships, when providing a service specified in Article 2(4)(a) of the Law in respect of a locally trading company, locally trading limited liability company or locally trading partnership that has carried on substantial business at any time since its incorporation or formation.”.

22 Financial Services (Trust Company Business (Exemptions No. 4)) (Jersey) Order 2001 amended

In the note to paragraph 1 (connected persons) of the Schedule to the Financial Services (Trust Company Business (Exemptions No. 4)) (Jersey) Order 2001 –

(a) in sub-paragraph (a) –

(i) after “company”, there is inserted “or limited liability company”,

(ii) “and” is deleted;

(b) in sub-paragraph (b) after the semi-colon there is inserted “and”;

“(b) one of them is a company or limited liability company and the other, whether or not a company or limited liability company, is entitled (other than as a nominee shareholder or nominee LLC interest holder) alone or with an associate to exercise or control the exercise of a majority of the voting rights attributable to the share capital or LLC interests and exercisable in all circumstances at –

(i) a general meeting of that company or a meeting in accordance with Articles 15 and 16(2) of the Limited Liability Companies (Jersey) Law 2018 or the LLC agreement of that limited liability company, or

(ii) such a meeting of that company’s or limited liability company’s holding company or holding limited liability company.”.

23 Financial Services (Trust Company Business (Exemptions No. 7)) (Jersey) Order 2001 amended

For paragraph 2 of the Schedule to the Financial Services (Trust Company Business (Exemptions No. 7)) (Jersey) Order 2001 there is substituted –

“2 Trustee of shares in property holding company or limited liability company

An advocate or solicitor of the Royal Court who is the holder of shares in a company or LLC interests in a limited liability company the share rights or LLC interest rights of which confer exclusive rights of occupation, use and enjoyment of accommodation in immovable property owned by the company or limited liability company in Jersey, when providing a service specified in Article 2(4)(h) of the Law in respect of the company or limited liability company or those shares or LLC interests.”.

24 Insurance Business (Jersey) Law 1996 amended

(1) This Regulation amends the Insurance Business (Jersey) Law 1996.

(2) In Article 5(6) (prohibition of carrying on insurance business unless authorized), after “Companies (Jersey) Law 1991” there is inserted “, a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018”.

25 Investors (Prevention of Fraud) (Jersey) Law 1967 amended

In the Investors (Prevention of Fraud) (Jersey) Law 1967, for Article 1 (interpretation), there is substituted –

“1 Interpretation

In this Law –

“LLC interest” has the same meaning as in the Limited Liability Companies (Jersey) Law 2018;

“securities” means –

(a) shares or debentures, or rights or interests (described whether as units or otherwise) in any shares or debentures;

(b) LLC interests in a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 or rights or interests (described whether as units or otherwise) in any LLC interests;

(c) securities of the States or of the Government of the United Kingdom or of Northern Ireland or the Government of any country or territory outside the United Kingdom; or

(d) rights (whether actual or contingent) in respect of money lent to, or deposited with, any industrial and provident society or building society,

and includes rights or interests (described whether as units or otherwise) which may be acquired under any unit trust scheme under which all property for the time being subject to any trust created under the scheme consists of such securities as are mentioned in sub-paragraph (a), (b) or (c) of this definition.”.

26 Licensing (Jersey) Law 1974 amended

In the Licensing (Jersey) Law 1974, in the following places, for “limited liability company” there is substituted “company” –

(a) Article 3(2)(a) (application for licences);

(b) Article 5(2) (consideration of applications by Parish Assembly);

(d) Article 18(1)(a) (companies; death or incapacity etc. of licence holder).

27 Money Laundering (Jersey) Order 2008 amended

(1) This Regulation amends the In the Money Laundering (Jersey) Order 2008.

(2) In Article 1(1) (interpretation), after the definition “Law”, there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 or an equivalent law of a jurisdiction outside Jersey;”.

(3) In Article 2(3) (beneficial ownership and control), after “body corporate” there is inserted “or a limited liability company”.

(4) In Article 15 (circumstances for applying enhanced customer due diligence measures), after paragraph (1)(d) there is inserted –

“(da) if the customer of the relevant person is a limited liability company with nominee LLC interest holders;”.

(5) In Article 18(4)(b) (further exemptions from applying identification requirements), after “body corporate”, there is inserted “or limited liability company”;

(6) In Article 23(4) (duty to report evidence of money laundering), after sub-paragraph (n), there is inserted –

“(o) an inspector appointed under Regulation 40 of the Limited Liability Companies (Winding Up and Dissolution) (Jersey) Regulations 202-.”.

28 Powers of Attorney (Jersey) Law 1995 amended

(1) This Regulation amends the Powers of Attorney (Jersey) Law 1995.

(2) In Article 1 (interpretation), before the definition “registered” there is inserted –

(3) In Article 2 (powers of attorney generally), for paragraph (4) there is substituted –

“(4) A power of attorney may be executed, without any further attestation –

(a) by a body corporate, in the manner permitted by its articles of association;

(b) by a limited liability company, in the manner permitted by its LLC agreement as defined in Article 1(1) of the Limited Liability (Jersey) Law 2018;”.

(4) In Article 3 (registrable powers of attorney), for paragraph (3) there is substituted –

“(3) The following entities may execute a registrable power of attorney in the following ways, but that execution is equivalent to signature only –

(a) a body corporate, in the manner permitted by its articles of association;

(b) a limited liability company, in the manner permitted by its LLC agreement.”.

(5) In Article 5(2)(iii) (powers of attorney given ancillary to security), after “body corporate” there is inserted “or limited liability company”.

(6) In Article 9(5) (revocation and abandonment of power of attorney), after “body corporate” there is inserted “or limited liability company”.

29 Proceeds of Crime (Jersey) Law 1999 amended

(1) This Regulation amends the Proceeds of Crime (Jersey) Law 1999.

(2) In Article 1 (interpretation), after the definition “investigation”, there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;

“LLC interest” and “LLC agreement” have the same meaning as in the Limited Liability Companies (Jersey) Law 2018;”.

(3) In Schedule 2 –

(a) in paragraph 4(f) of Part A, after clause (iii) there is inserted –

“(iv) paragraph 2A (manager, or member involved in management, of a limited liability company);”;

(b) in paragraph 7 of Part B –

(i) for sub-paragraph (2)(b) there is substituted –

“(b) the provision of a service by a company or limited liability company to a connected company or limited liability company.”,

(ii) for sub-paragraph (3) there is substituted –

“(3) For the purposes of this Part of this Schedule a company or limited liability company is connected with another company or limited liability company if –

(a) they are in the same group;

(i) are attributable to the share capital or LLC interests, and

(ii) are exercisable in all circumstances at any general meeting, meeting under Article 15 or 16(2) of the Limited Liability Companies (Jersey) Law 2018 or a meeting under the LLC agreement of the other company or limited liability company or of its holding company or holding limited liability company; or

(i) general meetings,

(ii) meetings under Articles 15 and 16(2) of the Limited Liability Companies (Jersey) Law 2018, or

(iii) meetings under the LLC agreement,

for the purpose of securing a contribution to the activities of the first-mentioned company or limited liability company or the company or limited liability company in the same group as that company or limited liability company respectively by the exercise of control or influence arising from that interest in the equity share capital or LLC interest.”,

(iii) in sub-paragraph (4), after “ “group” ”, there is inserted “ “holding limited liability company” ”.

30 Proceeds of Crime and Terrorism (Tipping Off – Exceptions) (Jersey) Regulations 2014 amended

In the Proceeds of Crime and Terrorism (Tipping Off – Exceptions) (Jersey) Regulations 2014, in Regulation 1(3)(a) (interpretation), after clause (iii) there is inserted –

“(iv) where that person is a limited liability company, a manager of that limited liability company as defined in Article 1(1) of the Limited Liability Companies (Jersey) Law 2018;”.

31 Registration of Business Names (Jersey) Law 1956 amended

(1) This Regulation amends the Registration of Business Names (Jersey) Law 1956.

(2) In Article 1(1) (interpretation), after the definition “initials”, there is inserted –

(3) In Article 3 (firms and persons to be registered), after sub-paragraph (f), there is inserted –

“(g) every limited liability company carrying on business under a business name which does not consist of the name under which it is registered without any addition,”.

32 Sanctions and Asset-Freezing (Jersey) Law 2019 amended

(1) This Regulation amends the Sanctions and Asset-Freezing (Jersey) Law 2019.

(2) For Article 34(2)(c) (production of documents) there is substituted –

“(c) where a person so producing a document is a partnership, limited liability company, association or body corporate, require a person who is –

(i) in the case of a partnership, a present or past partner or employee of the partnership,

(ii) in the case of a limited liability company, a present or past member, manager or employee of the limited liability company,

(iii) in any other case, a present or past officer or employee of the association or body corporate,

to give an explanation of the document.”.

33 Security Interests (Jersey) Law 2012 amended

(1) This Regulation amends the Security Interests (Jersey) Law 2012.

(2) In Article 1 (definitions) –

(a) in the definition “investment security” in sub-paragraph (a) after “1 to 8” there is inserted “, 9B”;

(b) in the definition “Jersey company” after “company” there is inserted “or limited liability company”.

(3) in Article 8(1)(b) (interests excluded) after “a company” there is inserted “or by the LLC agreement of a limited liability company”.

34 Security Interests (Registration and Miscellaneous Provisions) (Jersey) Order 2013 amended

(1) This Regulation amends the Security Interests (Registration and Miscellaneous Provisions) (Jersey) Order 2013.

(2) In Article 1 (interpretation) after the definition “Law” there is inserted –

“ “limited liability company” means a limited liability company registered under the Limited Liability Company (Jersey) Law 2018 or under an equivalent law of a jurisdiction outside Jersey;”.

(3) In Article 2(3) (disapplication of registration provisions: security interests over certain trust property) after “company” there is inserted “ or limited liability company”.

(4) In Article 7(1)(e) (searching the register), after “company” wherever it occurs there is inserted “or limited liability company”.

(5) In Article 14 (service of notices) –

(a) in paragraph (3) after “company” wherever it occurs there is inserted “, limited liability company”;

(b) in paragraph (4) after “company” there is inserted “, limited liability company”.

35 Taxation (Companies – Economic Substance) (Jersey) Law 2019 amended

(1) This Regulation amends the Taxation (Companies – Economic Substance) (Jersey) Law 2019.

(2) In Article 1 (interpretation) –

(a) after the definition “Commission” there is inserted –

“ “company” includes, subject to Article 1A, a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018;”;

(b) in the definition “resident company” after “1961 Law” there is inserted “or, subject to Article 1A, a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 regarded as resident in Jersey under Article 135E of the 1961 Law”.

(3) After Article 1(interpretation), there is inserted –

“1A Application to limited liability companies

In this Law, when “resident company” applies to a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018 –

(a) “board of directors” or “board” is to be read as “managers”;

(b) “board meeting” is to be read as “managers’ meeting”;

(i) in Article 3(2) is to be read as “company or limited liability company”,

(ii) in the definition of “high risk IP company” in Article 1 and in Article 6(3) is to be read as including a reference to a limited liability company;

(d) “connected person” is to be read as if “company” in Article 3A of the Income Tax (Jersey) Law 1961 is replaced by “limited liability company”;

(e) “director” is to be read as “manager” as that term is defined in the Limited Liability Companies (Jersey) Law 2018;

(f) “directed and managed” is to be read as “managed”;

(g) “holding body” is to be read as if as if each reference to “body corporate” in Article 2 of the Companies (Jersey) Law 1991 is replaced by “limited liability company” and the reference to “board of directors” is replaced by “managers” and “shareholders or” is deleted;

(h) “incorporated” is to be read as “registered”;

(i) “shares” is to be read as including “LLC interests”;

(j) paragraph (b) of the definition “holding company” in Article 1 is to be read as “has as its primary function the acquisition and holding of LLC interests or equitable interests in other limited liability companies.”.

36 Citation and commencement

These Regulations may be cited as the Limited Liability Companies (Consequential Amendments) (Jersey) Regulations 2022 and come into force on the commencement of Article 60 of the Limited Liability Companies (Jersey) Law 2018.

Page Last Updated: 31 Mar 2022

Jersey Legal Information Board

Promoting access to justice in Jersey

Search this site