JERSEY Law and Practice Contributed by: Nienke Malan and Christopher Griffin, Carey Olsen
Interests A Jersey company issues shares, which can consist of different classes of shares with dif - ferent rights attached to each class. Investors usually hold redeemable participating shares, whereas the manager holds non-redeemable shares. Types In addition to private and public, par value and no-par value limited companies, Jersey also offers two types of cell companies, namely: • protected cell companies – the protected cell company and its protected cells together form a single company, but the assets of each are legally segregated; and • incorporated cell companies – each cell is a separate company in its own right. Companies are used by open-ended funds, including hedge funds, and are often established as limited companies; it is a requirement that Listed Funds be structured as companies. Cell company structures are popular for umbrella funds, as they enable multiple cells to be created with administrative ease and minimal cost while enabling each cell to be ring-fenced for liability purposes. The cells may have different capital structures, boards of directors and articles of association, but must have the same registered office and company secretary. Limited Partnership Overview The Jersey limited partnership is familiar to investors worldwide and usually comprises one or more general partners, who are jointly and severally liable for the partnership’s debts, and one or more limited partners, who are only liable
to the partnership to the extent of their agreed contribution. Advantages The main advantages of a Jersey limited partner - ship are as follows: • treated as transparent for UK tax purposes; • publicly available information does not include the identity of the limited partners or the limited partnership agreement (LPA) and therefore confidentiality is preserved; • extremely flexible in respect of the commer - cial terms that can be provided for; • no limit on the number of limited partners which can be admitted, subject to regulatory restrictions; • Jersey law contains a helpful list of “safe harbours” which allows the limited partner a greater degree of involvement in the manage - ment of the limited partnership than some other jurisdictions, without them losing their limited liability; and • the legislation, regulation and policy govern - ing this area are subject to regular review and updated to maintain Jersey’s international reputation and competitive advantage. Interests Investors hold limited partnership interests, and different classes or series of limited partnership interests are possible. Types A limited partnership can be established as any of the following: • limited partnership (in the traditional sense, similar to an English limited partnership) established under the Limited Partnerships (Jersey) Law 1994;
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