JERSEY Trends and Developments Contributed by: James Willmott, David Taylor, Guy Coltman and Katherine Tresca, Carey Olsen Jersey LLP
of June 2025, the number of regulated funds in Jersey stood at 608, with nearly GBP221 billion in PE and venture capital assets under management (AUM) held in Jersey regulated funds, up from the approximately GBP212 billion recorded in June 2024 according to data from Jersey Finance. This growth in AUM held in Jersey funds bucks the trend of generally lower global fundraising activity (USD506 billion of private capital was raised in H1 2025 against USD644 billion raised in H1 2024, according to Bain data), marking the resil - ience of Jersey as a fund domicile for leading inves - tors even in a diminished fundraising environment. Jersey continues to update and evolve its legislation to meet market appetites. The Jersey Private Fund (JPF) – Jersey’s fund vehicle for sophisticated investors – was first introduced in 2017 and has become Jersey’s fastest-growing fund “product”, numbering, alongside the above-mentioned regulated funds, approximately 750 additional funds with around GBP85 billion in AUM between them as of June 2025. The JPF is a stream - lined, lightly regulated fund structure aimed at profes - sional investors that offers speed to market and flexibil - ity for managers, making it particularly popular with PE, venture capital and other alternative strategy investors. Significant updates were made to the JPF regime in August 2025. Key changes included the removal of the 50-investor cap, meaning a JPF may now be offered to a defined “restricted circle” of professional or eligible investors with no hard numerical limit, an expansion of the definition of “professional inves - tor” and the introduction of a 24-hour authorisation timeline for regulatory approval. The changes further increase the flexibility and efficiency of JPFs and are anticipated to drive further growth and increase the competitiveness of Jersey as a fund domicile, as the long-anticipated recovery in PE activity gathers pace. Jersey corporate structures Jersey continues to also be a leading jurisdiction for PE investors to establish their acquisition structures. PE investors typically acquire and hold assets through a “Newco stack” – a chain of newly incorporated com - panies with “Bidco” (the target acquisition vehicle) at the bottom of the stack, “Topco” (the holding entity in which the PE house and management hold equity of various classes) at the top, and a range of inter -
mediate entities, “Midcos”, in the middle, into which financing for the acquisition and structure is injected. The stack allows for financing flexibility, effective risk management, incentive alignment and, in some cases, advantageous tax treatment. Effective implementation and management of the stack is a key consideration during the structuring and throughout the lifetime of a PE investment. Jersey is a popular jurisdiction in which to incorpo - rate these stacks. It offers a highly flexible yet familiar companies law that continues to be attractive to PE investors. The core statute, the Companies (Jersey) Law 1991 (CLJ), is based on the English Companies Act 1985 and aligns closely, therefore, with English company law in many core aspects, offering a level of familiarity and comfort for investors who are used to working with English companies and legal principles. The core advantage of Jersey law, however, is the flexibility it affords, particularly in regard to the main - tenance of capital and distributions regime under Jersey law. Unlike English law, Jersey law does not require that companies have distributable reserves in order to make a distribution to shareholders. Rath - er, the requirement to make a distribution is that the directors of the company give a statement that the company is and will remain solvent for the 12-month period following the distribution. In other words, Jer - sey law looks to cash-flow solvency only, as opposed to balance-sheet solvency, making the process of approving distributions far less onerous. This flexibil - ity is further enhanced by the availability of corporate entities not available in the UK. No-par value compa - nies – ie, companies where the shares do not have a nominal (or “par”) value – are commonly used by PE investors as distributions may be made out of capi - tal, and the process for creating or converting classes of shares is more straightforward. Such flexibility is a core benefit of using Jersey entities for investors. A highly developed and efficient corporate services sector that allows relatively fast and smooth incorpo - rations of new companies is also an attraction. Upcoming amendments to the CLJ are aimed at further enhancing the flexibility of the law and updating cer - tain aspects to fit the requirements of modern markets. The “30-member rule” – which deems companies with
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