Jersey
Mutual Insurance Society (Transfer) (Jersey) Law 202-
A LAW to provide for the transfer of
the undertaking of Jersey Mutual Insurance Society to Jersey Mutual Insurance
Society Limited, a company limited by guarantee, on restructuring the Society
to a guarantee company, and for connected purposes.
Adopted
by the States 12 November 2025
Sanctioned
by Order of His Majesty in Council [date to be inserted]
Registered by the Royal Court [date to be inserted]
Coming into force [date to be inserted]
THE STATES, subject to the sanction of His Most
Excellent Majesty in Council, have adopted the following Law –
1 Interpretation
In this Law –
“commencement day” means the
day this Law comes into force;
“document” has the meaning
given by Article 1(1) of the Electronic Communications (Jersey) Law 2000;
“existing” means existing,
outstanding or in force, immediately before the commencement day;
“Jersey Mutual Insurance Society”
means the Jersey Mutual Insurance Society incorporated as the Jersey Mutual
Fire Insurance Society by Act of the States passed on 13 February 1908 and
sanctioned by Order in Council on 9 April 1908, the name of which was changed
to Jersey Mutual Insurance Society by the Jersey Mutual Fire Insurance Society,
Incorporated, (Alteration of Name and Rules) Law, 1952;
“liabilities” includes duties
and obligations (whether present or future, actual or contingent);
“property” includes assets,
immovable property, property held on trust and securities, rights, benefits and
powers whether in Jersey or elsewhere;
“security” includes a hypothec
(whether legal, judicial or conventional), a mortgage or charge (whether legal
or equitable), debenture, bill of exchange, promissory note, guarantee, lien,
pledge (whether actual or constructive), hypothecation, assignment, indemnity,
right of set-off, undertaking or other means of securing payment or discharge
of a debt or liability (whether present or future, actual or contingent);
“transferee” means Jersey
Mutual Insurance Society Limited, a guarantee company formed and registered
under the Companies (Jersey) Law 1991;
“transferor” means Jersey
Mutual Insurance Society;
“transferred undertaking”
means all existing property and liabilities of Jersey Mutual Insurance Society,
whether Jersey Mutual Insurance Society holds or is subject to the property or
liability beneficially or in a fiduciary capacity.
2 Transfer of transferred undertaking and
related authorisation
(1) On the commencement day, the transferred
undertaking is under this Law transferred to, and vests in, the transferee
with –
(a) the intention that the
transferee succeeds to the whole business of the transferor; and
(b) the right of the
transferee to use the name “Jersey Mutual”, as if the transferee is the same
person under the law as the transferor.
(2) An authorisation issued to the transferor
by the Jersey Financial Services Commission or an administration of the States
in respect of the transferor is –
(a) transferred to the transferee
with effect from the commencement day; and
(b) continues in effect as if
the authorisation was originally issued to the transferee.
(3) In this Article, “authorisation” includes
consent, licence, permit and registration.
3 Provisions as to trusteeships and
executorships
(1) Property that is transferred to and vested
in the transferee under Article 2 or any other provision of this Law and
that immediately before the commencement day was held by the transferor,
whether alone or jointly with any other person, as trustee shall, on and from
the commencement day, be held by the transferee –
(a) in the same capacity on
trust; and
(b) subject to the powers,
provisions and liabilities applicable to the property immediately before the
commencement day.
(2) An existing legal instrument or court order
that transferred property to or vested property in the transferor in a
fiduciary or trustee capacity has effect on and from the commencement day as
follows –
(a) a reference to the
transferor in the existing legal instrument or court order (except a reference
to the transferor’s terms and conditions or fee scales) is replaced with a
reference to the transferee; and
(b) the transferee may
exercise the transferor’s right to change the terms and conditions or fee
scales.
(3) No testamentary gift is revoked under this
Law and no testamentary gift shall be adeemed by reason only of the operation
of any provision of this Law.
(4) A legal instrument or court order referred
to in paragraph (2) includes –
(a) a grant of probate for a
will, codicil or other testamentary writing; and
(b) a provision relating to
the legal instrument or court order, or an existing contract, for paying or
retaining the transferor for their services.
4 Effect on contracts
(1) An existing contract to which the
transferor was a party (whether in writing or not), including a member's policy
of insurance underwritten by the transferor, has effect on and from the
commencement day as if –
(a) the transferee had been a
party to the contract instead of the transferor;
(b) a reference (whether
express or implied) to the transferor, regarding anything to be done on or
after the commencement day, is a reference to the transferee;
(c) a reference (whether
express or implied) to the transferor’s directors is a reference to the
transferee’s directors; and
(d) a reference (whether
express or implied) to a director, officer or employee of the transferor,
regarding anything to be done on or after the commencement day, is a reference
to –
(i) a director, officer or employee of the
transferee that the transferee appoints for that purpose; or
(ii) in default of
appointment, the director, officer or employee of the transferee who
corresponds as far as possible to the director, officer or employee of the
transferor.
(2) In this Article, “member” means a person
who has a policy of insurance underwritten by the transferor or the transferee.
5 Effect on existing instructions, powers
of attorney, etc.
An existing instruction, order, direction, mandate, power of
attorney, authority or undertaking of consent given to the transferor (whether
in writing or not and whether relating to an account or not) has effect, on and
from the commencement day, as if given to the transferee.
6 Effect on negotiable instruments
On and from the commencement day, a negotiable instrument or order
for payment of money that was drawn on, given to, accepted or endorsed by the
transferor, or payable at a place of business of the transferor, has the same
effect as if it had been drawn on, given to, accepted or endorsed by the
transferee, or payable at the same place of business as the transferee.
7 Custody of documents, goods or other
things
On the commencement day –
(a) the custody of a
document, goods or other thing held by the transferor as bailee passes to the
transferee; and
(b) the rights and
obligations of the transferor under a contract of bailment relating to the
document, goods or thing are transferred to the transferee.
8 Liability for security
(1) If immediately before the commencement day
the transferor is under a liability to the transferee in respect of or in
connection with which the transferor, or a nominee of or trustee for the
transferor holds security, the liability, for the purpose of enforcing or
realising the security, continues in effect despite the transfer under this Law
of –
(a) that liability to the
transferee;
(b) the transferred
undertaking.
(2) A security held immediately before the
commencement day by the transferor, or by the transferor’s nominee or trustee,
as security for the payment or discharge of a debt or liability (whether
present or future, actual or contingent) is, on and from the commencement
day –
(a) held by the transferee or
that nominee, or trustee, for the transferee; and
(b) to the extent of that
debt or liability, available to the transferee as security for the payment or
discharge of the debt or liability.
(3) In relation to a security transferred to
the transferee under this Law and monies secured by the transfer, the
transferee is entitled to the rights and priorities and subject to the
obligations and incidents to which the transferor would have been entitled and
subject if the transferor had continued to hold the security.
(4) A security referred to in this Law that
extends to future advances or liabilities is, on and from the commencement day,
held by, and available to, the transferee as security for the payment or
discharge of future advances by, and future liabilities to, the transferee to
the same extent and in the same manner as future advances by, or liabilities
to, the transferor or the transferee were secured immediately before that day.
9 Rights and remedies of transferee
On and from the commencement day, if a right or liability is
transferred to the transferee under this Law, the transferee and all other
persons have the same rights, powers and remedies to address that right or
liability as if it had always been the transferee’s right or liability,
including –
(a) the same rights and
powers for taking or resisting legal proceedings; and
(b) the same rights and
powers for making or resisting applications to an authority.
10 Continuation of legal
proceedings
(1) A legal proceeding or application to an
authority by or against the transferor, that is pending, current or stayed
before the commencement day, may be continued by or against the transferee.
(2) A legal proceeding or application to an
authority that is stayed may only be continued under paragraph (1) after
the stay is lifted.
11 Enforceability of
judgment, award or order
An existing judgment, award or order of compensation obtained by,
against or in favour of the transferor and not fully satisfied before the
commencement day is, to the extent to which it is immediately before the
commencement day enforceable by, against or in favour of the transferor,
enforceable by, against or in favour of the transferee.
12 Retention of power to
exercise supervisory or regulatory functions in respect of the Transferor, and
access to records by supervisory bodies
(1) On and from the commencement day, the
Jersey Financial Services Commission and any other person having supervisory or
regulatory functions retain their power to exercise any of their supervisory or
regulatory functions which would, but for this Law, accrue, arise or become
enforceable against the Transferor, and such power may be enforced against the
Transferee.
(2) The Jersey Financial Services Commission
and any other person having supervisory or regulatory functions retain their
power of access, under an enactment or order of a court or competent
governmental, regulatory or supervisory body, to records held by the transferee
that were held by the transferor immediately before the commencement day.
13 Reliance on prior
disclosures under Proceeds
of Crime (Jersey) Law 1999
(1) On and from the commencement day, for all
purposes under the Proceeds of Crime (Jersey) Law 1999, the transferee is entitled
to rely on and enforce a disclosure, statement or consent previously made by
the transferor to the FIU or received by the transferor from the FIU relating
to the transferred undertaking.
(2) In this Article, “FIU” has the meaning
given in Article 1(1) of the Proceeds of Crime (Jersey) Law 1999.
14 Contracts of employment
(1) Unless an employee objects under
paragraph (4) –
(a) the relevant transfer
does not operate to terminate the contract of employment of a person employed
by the transferor that is subject to the relevant transfer; and
(b) the contract has effect
after the transfer as if originally made between the transferred employee and
the transferee.
(2) On the completion of the relevant
transfer –
(a) all the transferor's
rights, powers and liabilities under or in connection with the contract of
employment transfer to the transferee; and
(b) an act or omission by or
relating to the transferor that occurred before the completion, in connection
with the contract of employment or an employee, is an act or omission by or
relating to the transferee.
(3) Paragraph (2) does not transfer or
otherwise affect a person’s liability to prosecution, conviction or sentencing
for an offence.
(4) If an employee informs the transferor or
the transferee that they object to becoming an employee of the transferee,
paragraphs (1) and (2) do not transfer –
(a) the contract of
employment of that employee; or
(b) the rights, powers and
liabilities under or in connection with that contract.
(5) If an employee objects to the transfer, the
relevant transfer operates to terminate the employee’s contract of employment
with the transferor but the employee is not treated, for any purpose, as having
been dismissed by the transferor.
(6) No damages are payable by an employer
because of a termination of employment under paragraph (5) in respect of a
failure by the employer to pay wages to an employee in respect of a notice
period that the employee has refused to work.
(7) Paragraphs (1), (4) and (5) do not
limit the right of an employee to terminate their contract of employment
without notice in acceptance of a repudiatory breach of contract by their
employer.
(8) In this Article –
“contract of employment”
includes a contract of service and a contract for services;
“relevant transfer” means the
transfer of the transferred undertaking to the transferee under this Law.
15 Books and documents
All books and other documents admissible as evidence for or against
the transferor before the commencement day are admissible in evidence for or
against the transferee in the same matter.
16 Evidence of transfer
(1) The production of a copy of an official
version of this Law is, on and after the commencement day, for all purposes,
conclusive evidence of the transfer of the transferred undertaking to the
transferee and the vesting of the transferred undertaking in the transferee
under this Law.
(2) A document made or executed on or after the
commencement day by which the transferee (either alone or jointly with another
person) does an act described in paragraph (3) is sufficient evidence that
the interests of the transferor in a property held by the transferor (whether
alone or jointly) immediately before the commencement day became vested in the
transferee under this Law.
(3) The following is an act referred to in
paragraph (2) –
(a) the transferee transfers
or purports to transfer the property to a person (whether for consideration or
not); or
(b) the transferee applies to
be registered as the holder or proprietor of the property.
17 Provisions relating to
transferred undertaking
(1) The Royal Court must, when it orders the
registration of this Law, also order the registration of a copy of an official
version of this Law in the Public Registry of Contracts.
(2) The registration of a copy of this Law in
the Public Register of Contracts has the same effect as a contract passed
before the Royal Court.
(3) The title to property vested in, belonging
to or held by the transferor immediately before the commencement day and which
was registered in the Public Registry of Contracts before the commencement day,
vests in, belongs to or is held by the transferee on and after the commencement
day.
(4) No fees are payable in relation to the
registration of a copy under paragraph (1).
(5) The transfer or vesting of an interest in
land under this Law does not –
(a) constitute an assignment,
transfer, devolution, parting with possession or other disposition of that
interest for the purposes of a provision relating to assignment, transfer,
devolution, parting with possession or other disposition contained in an
instrument concerning that interest;
(b) give rise to a
forfeiture; or
(c) invalidate or discharge a
contract or security.
18 Saving for statutory
provisions regulating carrying on of business
Nothing in this Law exempts the transferee or transferor from an
enactment regulating the carrying on of business in Jersey.
19 Non-application of Article
13 of Legislation (Jersey) Law 2021
Article 13 of the Legislation (Jersey) Law 2021 does not apply to this Law.
20 Repeal
The following enactments are repealed –
(a) Jersey Mutual Fire
Insurance Society: Incorporation Act 1908;
(b) Jersey Mutual Fire
Insurance Society, Incorporated, (Alteration of Name and Rules) Law, 1952;
(c) Jersey Mutual Insurance
Society, Incorporated, (Alteration of Rules) (Jersey) Law, 1976;
(d) Jersey Mutual Insurance
Society, Incorporated, (Alteration of Rules) (No. 2) (Jersey) Law, 1978;
(e) Jersey Mutual Insurance
Society, Incorporated, (Alteration of Rules) (No. 3) (Jersey) Law, 1980;
(f) Jersey Mutual Insurance
Society, Incorporated, (Alteration of Rules) (No. 4) (Jersey) Law, 1984;
(g) Jersey Mutual Insurance
Society, Incorporated (Alteration of Rules) (No. 5) (Jersey)
Law 1998;
(h) Jersey Mutual Insurance
Society, Incorporated (Alteration of Rules) (No. 6) (Jersey)
Law 2010; and
(i) Jersey Mutual Insurance
Society, Incorporated (Alteration of Rules) (No. 7) (Jersey)
Law 2014.
21 Citation and commencement
This Law may be cited as the Jersey Mutual Insurance Society
(Transfer) (Jersey) Law 202- and comes into force on a day to be specified by
the Chief Minister by Order.