Tag: corporate law

News and Deals

PARSLOWS RECOGNISED BY LEGAL 500

PARSLOWS RECOGNISED BY LEGAL 500 

Parslows and a number of its lawyers both in Jersey and England & Wales have been recognised by the Legal 500 in its annual ranking, which is an independent worldwide guide to the best performing law firms.

The Legal 500’s rankings are based on feedback from clients worldwide, submissions from law firms and private practice lawyers, and a team of researchers.

Parslows market profile has grown impressively over the last six years, with the number of fee earners increasing five fold over that period. It now boasts a truly full service offering, having established client relationships which confirm that it “punches above its weight” among its Jersey competitors

Parslows group, which is made up of Parslows Jersey, Parslows International, Parslows Executors and Parslows Notaries, has been ranked in the following practice areas:

  • Corporate & Commercial
  • Private Client, Trusts and Tax
  • Employment law
  • Commercial Property

Some of the commentary published in the Legal 500 Guide regarding Parslows and its lawyers includes:

  • Young firm Parslows is ‘on par with many of the larger firms in terms of breadth of experience and responsiveness’ and ‘excellent across all areas of law’, according to one client.
  • Outfits such as Parslows …  continue to carve a space for themselves in the well-served jurisdiction.
  • In Jersey, the ‘very responsive’ Mason Birbeck combines ‘great technical knowledge with the ability to relay complex information in clear language’. 
  • David Hill leads the team from London and is also highly recommended by clients.
  • The ‘highly regarded’ Mason Birbeck heads the trusts and private wealth department at Parslows, which is valued for being ‘highly responsive in all areas’ and, according to one client, ‘more attentive than its competitors’.
  • The ‘excellent, very responsive and readily available’ commercial property team at Parslows is headed by the highly recommended Carl Parslow.

Commenting on Parslows’ listing David Hill, who runs Parslows’ London office said: “It is an honour to be recognised in the Legal 500, the publication which provides the most comprehensive worldwide coverage on recommended law firms and lawyers. Parslows is in an exceptionally strong position to offer cost effective, highly professional legal services in both Jersey and the United Kingdom. Our aim has always been to make ourselves accessible and affordable without compromising on either our service levels or degree of expertise.”

Ends.

Media Contact:

Parslows Jersey

Tel: 01534 630530

Email: enquiries@parslowsjersey.com

Corporate Law

Jersey Company Mergers | Jersey | Parslows International

Jersey Company | Merger Regime

Mergers Parslows International

In 2011, the Companies (Amendment No. 5) (Jersey) Regulations replaced the pre-existing merger provisions contained within Jersey’s principal companies legislation, the Companies (Jersey) Law 1991 (“Companies Law”).

Those new provisions were introduced in order to modernise and extend the statutory basis for mergers involving Jersey incorporated companies. The hope was to provide a more flexible merger regime, while at the same time ensuring shareholder and creditor protections were maintained.

It introduced a statutory mechanism enabling the merger of Jersey companies with other Jersey incorporated entities (not being companies), and also with entities incorporated outside of Jersey.

Which entities can / cannot merge?

The Companies Law provides that only “relevant Jersey companies” are capable of mergers. It defines a “relevant Jersey company” as a Jersey incorporated company which is not:

• a cell company;
• a cell;
• a company with unlimited shares; or
• a company with guarantor members.

The Companies Law goes on to identify the types of entities with which a relevant Jersey company is capable of merging. In broad terms, that encompasses:

• another Jersey company;
• another Jersey incorporated body (if the Jersey legislation under which that body is formed allows that); or
• a foreign incorporated entity (say a foreign company or foundation) which under the laws of its existing jurisdiction is able to merge with a Jersey company.

The Companies Law empowers Jersey’s Chief Minister to designate “excluded bodies” – classes of foreign incorporated entities with which a Jersey company cannot merge.

Survivor Body / New Body

Whatever the nature of the entities involved in the merger, at the end of the process a single incorporated entity exists, being either a “survivor body” or a “new body”. It will be a survivor body if one of the merging bodies absorbs all the others and continues in existence after the merger. Alternatively, it will be a new body if all the merging entities cease to exist and are reconstituted as an entirely new legal entity.

The Companies Law envisages that a survivor body, or new body, can be:

• a Jersey company;
• a Jersey incorporated body (not being a company); or
• an overseas incorporated body (e.g. a foreign company or foundation).

Types of merger

The Jersey merger process is broadly similar in each case, but with some differing steps and complexity depending on whether the merger is:
• a cross-border merger (i.e. a merger that involves a Jersey company and an overseas body),
• a merger between two or more unrelated Jersey incorporated bodies; or
• an internal group merger of Jersey companies.

Merger process

The directors of each merging company must resolve to approve the merger and execute a solvency certificate confirming the company’s solvency. The persons selected as the directors / managers of the post-merger body also have to sign a solvency certificate.
Except in the case of an internal group merger, a written merger agreement will be required. It is that agreement which governs the terms of the merger. The merger agreement has to be approved by the members of each merging company.

Once the directors’ resolutions and solvency certificates have been concluded, the directors of each merging company must submit the merger agreement for approval by its members. The members’ approval must be by special resolution, and where a company has more than one class, by special resolution of each class.

Each merging company must also give written notice of the merger to each of its creditors having claims over £5,000. The Companies Law sets out specific time periods for obtaining member approval and for notifying creditors. As well as those individual creditor notices, advertised public notice of the proposed merger is required.

As a protection mechanism, the Companies Law confers on creditors and members the right to object to the merger by application to Jersey’s Royal Court.

Jersey Regulator / Companies Registrar approval

A cross-border merger requires the approval of Jersey’s financial services regulator (the Jersey Financial Services Commission). That approval must be at the level of the Commissioners themselves. In determining whether or not to approve the merger, the Commission must be satisfied that it would not be unfairly prejudicial to the interests of any creditor of any of the merging bodies and will also have regard to its wider remit of protecting Jersey’s reputation and interests. Various documents evidencing compliance with the statutory merger process, and the effect of the merger for the purposes of the other jurisdiction(s) involved, must be submitted to the Commission together with the merger application.

A merger between Jersey incorporated companies also involves an application process, albeit a simplified joint application by the merging companies to Jersey’s Companies Registrar.

Internal group mergers

The merger process is further simplified still where the merger is between Jersey companies in the same group. The board resolutions, solvency certificates, creditor notices and advertisement are still required; however, a formal written merger agreement is not. The shareholders can approve the merger simply by passing special resolutions to that effect. The Companies Law sets out a different merger mechanism / effect depending on whether the internal merger is a holding company merger or an inter-subsidiary merger – which also dictates the prescribed wording for the shareholder special resolutions approving the merger.

Insolvent merger

If any of the merging entities are insolvent, the Companies Law provides that the merger cannot proceed without permission of the Royal Court of Jersey. The Court will not permit the merger unless satisfied it would not be unfairly prejudicial to the interests of any creditor of any of the merging bodies.

Effect of merger

The effect of the merger for Jersey law purposes is that the merging entities continue as a single merged body. Any merging Jersey body that is not a survivor body ceases to be incorporated. Assets and liabilities of the merging companies transfer to the surviving or new corporate body so that:

• all property and rights to which each merging body was entitled immediately before the merger was completed become the property and rights of that merged body;
• it becomes subject to all criminal and civil liabilities, and all contracts, debts and other obligations, to which each of the merging bodies was subject immediately before the merger was completed; and
• all legal proceedings, which were pending by or against any of the merging bodies before the merger was completed, can be continued by or against the merged body.

Comment

A merger may be an attractive alternative restructuring tool as compared to a takeover or scheme of arrangement (mechanisms also provided for by the Companies Law). A merger does not require Court sanction as would a scheme of arrangement, and while, in the context of a takeover, squeeze out provisions under the Companies Law require 90% shareholder approval, a merger may proceed with the sanction of a two thirds majority. A merger may also present tax planning advantages as compared to a conventional company acquisition.

If you require any further information, advice or assistance please contact Mason Birbeck mason.birbeck@parslowsinternational.com

 

Corporate / M&A

 


Main Contact | Mason Birbeck

Corporate | Jersey


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 
Corporate Law

Company Demerger | Jersey | Parslows International

demerger regime Parslows International

Jersey Company | new demerger Regime

Following a period of consultation which closed early in the year, it is anticipated that the Companies (Demerger) (Jersey) Regulations will come into force later in 2018.

These regulations will introduce a new procedure for Jersey companies, allowing them to spin off or split up into two or more Jersey companies, with the original company’s property, rights and obligations being apportioned between them.

Will the demerger regime be available to all Jersey Companies?

Demerger will not be available to all Jersey companies.  Certain companies within Jersey’s regulated financial services sector will be excluded, and factors such as Jersey taxation status will preclude others from making use of the demerger provisions.

What will the demerger process be?

The process requires a demerger instrument which sets out the fundamental characteristics of the demerged companies following demerger.  Approval at board and shareholder level will be required, as will a confirmation of solvency from the board (a court sanctioned process will be available for insolvent companies).

Generally, a demerger will not require sanction by the Jersey courts.  It will however involve an application to Jersey’s Registrar of Companies and notification to Jersey’s tax authorities.

The regulations include measures aimed at protecting shareholders, creditors and employees.  Notice must be given to creditors and employees, and both shareholders and creditors are empowered to formally object to the demerger by way of a court application.  Continuity of employment is maintained by employment contracts being transferred to one of the demerged companies, subject to an employee’s right to object to the transfer.

Comment

It is anticipated that the new demerger rules will strengthen Jersey’s corporate law offering.  The ability to segregate a company’s business lines, assets and liabilities or effect a pre-sale restructuring utilising the new demerger process, (as an alternative to existing mechanisms such as a court sanctioned scheme of arrangement, liquidation or asset sale), will provide welcome flexibility and cost-efficiency.

If you require any further information, advice or assistance please contact Mason Birbeck mason.birbeck@parslowsinternational.com

Corporate / M&A

 


Main Contact | Mason Birbeck

Corporate | Jersey


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 
General

Parslows International lawyers

Overview

Parslows International lawyers | 020 3793 0345

Parslows International lawyers provide boutique internationally focused Trust, Corporate and Commercial law offering.  Our clients benefit from expertise and practical experience across the three jurisdictions of England, Ireland and Jersey, and our ethos is to ensure that the lead lawyer remains the principal client contact in all transactions, maintaining a hands-on role from commencement to completion.

Parslows market profile has grown impressively over the last six years, with the number of fee earners increasing fivefold over that period.  It now boasts a truly full service offering, having established client relationships which confirm it “punches above its weight” among its Jersey competitors.

The team

Parslows International lawyers are all lawyers with at least 15+ PQE with partner / senior level experience, qualified in English, Irish and/or Jersey law.

David Hill heads up Parslows International in London.

David, formerly a corporate & commercial partner at Howard Kennedy, and then Managing Partner and Head of Corporate at Burlingtons Legal, has a strong background in corporate and M&A work and has enabled the firm to strengthen and extend its relationships with clients and intermediaries, both in the UK and internationally, and to offer English law and cross-border transaction services.

Mason Birbeck heads up Parslows International in Jersey.

Mason, a Jersey Advocate, formerly a partner and head of fiduciary at Collas Crill, and before that at Bedell Cristin, brings considerable expertise to Trust, Foundation and Private client work together with corporate and commercial law, finance, pensions and employee incentive plans.

Alexis Colfer and Jennie Harrison have recently joined the Parslows International team in London.

Alexis practices both Irish law and English law, and, having worked in-house for multinationals and with over 20 years’ experience, has a strong commercial and business law practice.

Jennie is English law qualified and has over 15 years’ experience.  She was lead lawyer to Tesco’s Commercial Grocery Business and before that she headed the Company Commercial department at Debenhams Ottoway.

Notable transactions

Parslows International lawyers have been working closely with the Jersey Post group on the development of their international business. As well as advising on their investment into Parcel Monkey, a UK based parcel delivery service enabler and on two other UK acquisitions, Parslows International have also assisted in various other jurisdictions, with advice on acquisitions and investments in Miami, Estonia and Hong Kong.

The private client team have also had a busy year so far, ranging from establishment of a dynastic trust for an African based family, to the restructuring of a multi-jurisdictional trust and corporate structure. Moreover, the team was recently engaged by one of Jersey’s biggest retail businesses to advise on its transition of employees’ benefits from a defined benefit to a retirement annuity trust based scheme

Going forward

With the recent recruitment of new English and Irish lawyers and further growth plans, Parslows International looks forward to continuing to provide clients with quality, experienced and commercial legal advice, particularly in the English, Irish and Jersey jurisdictions, together with seamless cross-border services.

Contact us

Cross Border & International Transactions, News and Deals

Parslows International advises the Jersey Post Group on its investment in Parcel Monkey

Parcel monkey - Jersey Post

Parslows International is pleased to announce that it has acted for the Jersey Post Group (Jersey Post) on another cross border transaction, with the recent completion by Jersey Post of its investment in Parcel Monkey, a parcel delivery service enabler and provider

DLA Piper acted for Parcel Monkey on the transaction.

Parcel Monkey specialises in four diverse, yet complementary, parcel service elements:

  • A parcel delivery comparison service website whereby Parcel Monkey provides parcel services at competitive pricing for consumers based on pre-approved carriers;
  • A global trading platform that provides a marketplace interface through which parcel carriers can sell their services;
  • Outsourced warehousing, fulfilment and distribution services for online retailers; and
  • An online service for retailers to create an ecommerce storefront including website builder, domain name and hosting.

This is the latest in Jersey Post’s international acquisition and investment strategy to exploit opportunities outside the Jersey market and provides the final piece of a parcel solution portfolio – an enabling ecommerce platform that can bring together the global network and service providers into one, easy-to-access location.

In 2016, Parslows acted for Jersey Post on its acquisitions of Fraser Freight, a UK based European logistics provider and HICS, a customs clearance agent located at Heathrow.

In 2017, Parslows assisted Jersey Post with its investments in Miami based GePS, Estonian based GTS Post and Hong Kong based A2B.  Parslows also acted, in 2017, for Jersey Post on its investment in HomeCall Limited – a joint venture to further develop, implement and deliver the award winning Call & Check service both in Jersey and further afield.

David Hill, Head of Corporate at Parslows International, stated: “Having advised Jersey Post on its other recent investments we are delighted to have represented Jersey Post on its successful investment in Parcel Monkey and the continued implementation of Jersey Post’s international strategy.

The legal elements to this deal demanded expertise over a range of areas and it further reinforces and demonstrates what we, as a firm, can bring to transactions. It is an excellent example of Parslows International’s depth of legal expertise both inside and outside of Jersey.

With the recent appointment of Alexis Colfer as corporate/commercial consultant in English and Irish law and further growth plans, we look forward to continuing to provide our clients with quality, experienced and commercial legal advice, particularly in the English, Irish and Jersey jurisdictions, together with seamless cross-border services”.

Cross Border & International Transactions


Media Contact – Parslows International:

Sally Chinn
Parslows International
Tel: 01534 630530
Email: sally.chinn@parslowsjersey.com
https://parslowsinternational.com

 

Media Contact – Jersey Post Group

David McGrath
Jersey Post Group – Head of Marketing
Tel: 01534 616621
Email: David.McGrath@jerseypost.com
www.jerseypost.com


Notes to editors:

Parslows International

  • Parslows International is headquartered in Jersey, Channel Islands.
  • It provides Corporate/ M&A, Commercial Law, Cross Border and International Transaction legal advice together with Private Client and Trust advice. It is able to call upon English, Irish and Jersey law specialists.
  • David Hill, Head of Corporate at Parslows International, was lead lawyer on this transaction.
  • David has considerable onshore and offshore corporate and commercial experience playing key roles in some high profile corporate and M&A transactions. He regularly acts for multinationals and large international corporations as well as SMEs and high-net worth individuals.
  • Before joining Parslows, David was managing partner at Burlingtons and prior to that a corporate/commercial partner at Howard Kennedy.

The Jersey Post Group

  • Jersey Post employs just over 380 members of full and part time staff.
  • Jersey Post purchased Fraser Freight – a premium logistics services company – in August 2016 and purchased Heathrow Import Clearance Services (HICS) – a commercial customs clearance broker – in December 2016.
  • In September 2017, Jersey Post embarked on a joint venture with the Estonian company, Freselle Logistics in a new company called GTS Post. It brings together the expertise of the two businesses to offer worldwide clients a combination of postal, freight, customs and logistics services through a single entity.
  • In October 2017, Jersey Post invested in A2B Limited, a leading name in mail and fulfilment solutions in Hong Kong and China. A2B Limited is based in Kowloon Bay, Hong Kong, and specialises in postal and fulfilment services for Hong Kong and China based ecommerce traders and mail consolidators to Europe, America and Rest of World. With over 15 years’ experience in the sector, A2B also offers warehousing, worldwide express courier services, and customs clearance for shipments destined for Greater China and countries worldwide.

Parcel Monkey

  • Parcel Monkey was founded on 7 December 2009 by Navin Ramiah.
  • Parcel Monkey is based in Southampton, currently employing 23 staff and 12 call centre staff.
News and Deals

Parslows International further strengthens commercial law team with new appointment

Jennie Harrison, Parslows InternationalParslows International is pleased to announce Jennie Harrison’s appointment as a consultant in our English corporate law and commercial law teams.

Jennie is admitted as an English solicitor and provides Parslows International with support on all aspects of Corporate, Commercial law, IT and Intellectual Property law.

Jennie is also a Certified Data Protection Practitioner, advising businesses on data protection compliance and their responsibilities under the new GDPR legislation.

With over 15 years’ experience of providing commercial legal advice, Jennie has acted for businesses of all sizes, from start-ups to listed companies, including clients in both the private and state owned sectors. She has worked in both private practice and in-house roles, including acting as lead lawyer to Tesco’s Commercial Grocery Business and heading the Company Commercial department at Turner & Debenhams Solicitors (now Debenhams Ottoway).

More recently Jennie has been acting for a leading employee and customer incentives business, negotiating agreements with FTSE 100 clients for the provision of reward programmes and regulated pre-paid reward card offerings, and with software developers for the build of digital platforms.

Commenting on the appointment, David Hill, Head of Corporate & Commercial said “I am really pleased to announce Jennie Harrison appointment to Parslows International.  She is a highly accomplished lawyer and her experience acting for FTSE 100 clients brings an added depth of experience to the firm”.

About Us


Media Contact:

Sally Chinn
Parslows International
Tel: 01534 630530
Email: sally.chinn@parslowsjersey.com
https://parslowsinternational.com


Notes to Editors

Parslows International:

Parslows International is a niche law firm headquartered in Jersey, Channel Islands. It  provides specialist legal advice in Corporate law, Commercial law, Private Client and Trust work and Commercial property.  It has particular expertise that it can call on in cross-border, M&A and international transactions.

Parslows International lawyers have advised and assisted on transactions in many parts of the world including Australia, China, Dubai, much of the EU, Hong Kong, India, Kazakhstan, the United Kingdom, USA, the Republic of Ireland, Russia and Singapore.

Cross Border & International Transactions

PSD2 brings opportunities for Jersey’s fintech / regtech disruptors

Payment services directive | Parslows InternationalPayment Services Directive

January 2018 marked the deadline for EU Member States to implement the revised Payment Services Directive (PSD2) into national law.  Though not an EU member, Jersey has also recently adopted amendments to its own domestic legislation, ensuring it remains consistent with PSD2.

The first Payment Services Directive (PSD1) was introduced in 2007.  Aimed at harmonising consumer protection and the rights and obligations for payment providers and users, it paved the way for the creation of the Single Euro Payments Area (SEPA), the culmination of efforts to increase efficiency and lower costs associated with cross-border payment processing within the EU / EEA.

Befitting their role as significant European financial centres, Britain’s Crown Dependencies (Jersey, Guernsey and the Isle of Man) joined SEPA in May 2016.

PSD1 was followed in 2016 by PSD2.  This second EU Directive aims to further catalyse competition and innovation in the payments industry.  Expanding the reach of the EU legislation, extending it to new types of payment services, PSD2 aspires to create a digital single market within Europe.

A key change is the bringing into scope of transactions in which one of the payment service providers is outside SEPA.  Another change brings access to bank account data (with the consent of the account holder) for two new types of Third Party Providers: Account Information Service Providers (AISPs) and Payment Initiation Service Providers (PISPs).  This has been heralded as ending the banks’ monopoly on their customers’ account information and payment services.

PISPs will be able to initiate payments on the customer’s behalf.  Access for AISPs will allow them to present a banking customer with analysis of all that person’s accounts enabling them, for example, to inform the customer’s spending behaviour and consolidate account information from different banks into a single report.

Commentary | Payment Services Directive

The potential security implications of allowing third party access to bank customers’ account data are clear, hence PSD2 introduces enhanced customer protections and new security requirements for electronic payments and account access. It will be interesting to see how, in practice, PSD2 interacts with that other far-reaching piece of EU legislation due in 2018, the General Data Protection Regulation (GDPR).

With an established finance and regulatory sector, and having been quick to develop advanced digital infrastructure and promote digital innovations (one of the first jurisdictions to adopt a regulatory regime for virtual currency), Jersey’s growing ranks in the fintech / regtech space could be well placed to exploit the greater opportunities for industry disrupters which it is anticipated PSD2 will bring.

If you require any further information, advice or assistance please contact Mason Birbeck at mason.birbeck@parslowsinternational.com

Cross Border & International Transactions


Main Contact |  David Hill 

Head | Cross Border & International Transactions, Corporate/M&A


Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct.

Corporate Law

Company Reinstatement | Jersey | Parslows International

Company Reinstatement 


Company reinstatement | Jersey | Parslows InternationalDissolution

Jersey companies can be dissolved either through

(a) formal procedures contained in the Companies (Jersey) Law 1991 (the “Companies Law”) or the Bankruptcy (Désastre) (Jersey) Law 1990 which laws provide for the solvent and insolvent winding up of Jersey companies or

(b) being “struck off” under the provisions of Article 205 of the Companies Law as a result of a failure to submit the annual fee and file the annual return to the Registrar of Companies (the “Registrar”) in Jersey.

If the Registrar has not received the necessary payment/annual return filing by the end of February in each year following the incorporation of the company, then a notice will be sent to the registered office of that company and if there is continued non-compliance for a further period of three months then, at the end of that period, the company will be “struck-off” the Register of Companies pursuant to Article 205 of the Companies Law (a gazette notice is subsequently published in Jersey disclosing these companies).

Company Reinstatement

It is recognised that there will be circumstances when it is necessary for an interested party to seek a company reinstatement of a dissolved Jersey company which is provided for by Article 213 of the Companies Law.

Examples of situations that give rise to an application under Article 213 are as follows:-

(a) as a result of the company being inadvertently “struck-off” (often because the company administrators have not been provided with funding for the annual fee in good time);or

(b) on discovery of further assets owned by a company that was dissolved under a solvent winding-up procedure (a summary winding -up) under the Companies Law; or

(c) on an application of a creditor of a company that has been dissolved where it is perceived that property is held by that company and available to satisfy the claim.

Application

Pursuant to Article 213 of the Companies Law, the Royal Court may declare the dissolution void and order that the company be reinstated.

Who may apply?

The liquidator of the company as well as “any other person appearing to the court to be interested” may make an application for reinstatement. Both shareholders and creditors of the company would be interested parties under Article 213.

Preparation for application for Company Reinstatement

The applicant will firstly need to contact the Jersey Financial Services Commission (the “JFSC”), advising of the intention to seek reinstatement of the company and to confirm whether the JFSC has any objection to the application.

In order for the JFSC to consider the matter and confirm that it has no objection to the application, it will request, amongst other things, the following:-

(a) a draft of the Representation (a form of court pleading and further details of which

are explained below);

(b) in the case of an application made by a shareholder/beneficial owner of the company, a signed letter of confirmation by the beneficial owner confirming certain matters in relation to the company, including any change in its beneficial ownership together with submission of all annual returns of the company that should have been filed but for the dissolution of the company together with outstanding annual filing fees and fines; and

(c) payment of the prescribed fee for the JFSC’s consideration of the application.

The applicant will also require confirmation from the Comptroller of Tax that he has no objection to the application. If there are Tax liabilities owed by the company, then they will have to be satisfied before the Comptroller will provide his confirmation that he has no objections to the reinstatement.

Where the applicant is a creditor, the JFSC will require an undertaking over the discharge of its fees and costs from the creditor and the Comptroller of Income Tax will need to be contacted in order that any tax claims against the company are considered as part of the approval process for the application.

Representation to the Royal Court for Company Reinstatement

Following approval by the JFSC, the ‘Representation’ is filed by the ‘Representor’ (or on its behalf by its legal advisers) with the Judicial Greffe (the administrative arm of the court) for consideration by the Royal Court in relation to company reinstatement.

The Representation must include:-

(a) details of how the company came to be dissolved;

(b) why it is now needed to be reinstated; and

(c) information concerning the current activities of the company (if any).

The Representation must be accompanied by copy letters received by the applicants from the Income Tax Department and the JFSC confirming that they have no objection to the application (see above).

The application does not require an appearance before the Royal Court. However, it should be noted, the resulting “Act of Court” is a public document that may include detailed information in respect of the beneficial ownership of the company.

Effect

The reinstatement will come into effect on the date that the Act of Court is issued by the Royal Court. However, the Representor must send a copy of the Act of Court to the Registrar for registration by the Registrar within 14 days, otherwise the

Representor will be guilty of an offence.

Upon the issuing of the Act of Court, the dissolution of the company will be declared void.

Power of the Court to make additional orders

The Court has the power to include in the Act of Court such orders, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the company had not been dissolved.

Limitation Period

Article 213(1) of the Companies Law provides that the application must be brought within a 10-year limitation period commencing from the date when the company was dissolved. The result is that there is an absolute bar on the reinstatement of the company after this time.

Comment

Great caution should always be taken when providing a personal guarantee under a lease (or otherwise).  If is not a document you should sign without legal advice.

If you require any further information, advice or assistance please contact Mason Birbeck mason.birbeck@parslowsinternational.com

Company Reinstatement | Jersey


Main Contact | Mason Birbeck

 

 


 

Please note that the information provided on this website is for general information purposes only and is designed to provide you with an outline of the legal services we offer.  Whilst we endeavour to ensure our information is correct and useful, we make no representations or warranties regarding the accuracy or completeness of the information offered.  Information on our website does not constitute legal advice and Parslows International accepts no liability for any loss or damage arising out of, or in connection with, the information found in this website.  Please consult a lawyer in the event that you require professional assurance that our information, and your interpretation of the same, is correct. 
Corporate Law

Directors’ Duties Under Jersey Law

Directors duties Parslows InternationalJersey Directors Duties  | A brief guide

The general statement of  directors duties in  is set out in Article 74(1) of the Companies (Jersey) Law 1991. It is set out in two parts and states:

‘A director, in exercising the director’s powers and discharging the directors duties, shall:

  1. a) act honestly and in good faith with a view to the best interests of the company; and
  2. b) exercise the care, diligence and skill that a reasonably prudent person wold exercise in comparable circumstances.’

There have been numerous decisions of the courts which elaborate on these general statements and as such it is important to consider key aspects of the case law when explaining the scope and nature of such Jersey director duties.

Acting honestly and in good faith with a view to the best interests of the company

In order to understand this aspect of directors duties, it is necessary to define what is meant by the best interests of the company. Companies are comprised of shareholders, directors, employees and agents and these respective groups’ interests may conflict and compete over time. The guiding principle is generally taken from the English authority Gaiman v National Association of Medical Health [1971] Ch 317 (England and Wales), which states that when acting, directors should consider the future of the company and balance any short-term benefits against the long-term interests of present as well as prospective members as a whole. Put more simply, a director should consider the collective interests of present and potential future shareholders in the company.

As regards whether any act is itself in the best interests of the company, the key authority is the English case of Charterbridge Corporation v Lloyds [1970] Ch 62. The court held that what is in the best interests of the company is that which an intelligent and honest person in the position of a director would believe to be for the benefit of the company (taking into account all the circumstances in relation to the relevant transaction).

It should also be noted that all the acts of the director must be intra vires. Essentially, this means that a director must exercise the powers available to them for the purposes for which they were intended. This stands even if the director feels that the relevant act would benefit the company. The powers of a director must always be used to benefit the company, fulfil its objectives or be used in a manner that is reasonably incidental to the business.

Further, directors should be aware that their duty to the company persists post-resignation in certain circumstances. Should a director, who has resigned from a company, use knowledge gained from his prior position for personal enrichment, he may be called to account for this benefit to the company of which he was a director.

Exercising the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances

The director must not only act honestly and in good faith, but must also exercise the care, diligence and skill of a reasonably prudent person. Historically the test was simply that as set out in the statute, which effectively set a very low bar. An illustration of this is provided in the case of Re Brazilian Rubber Plantations [1911] 1 Ch 425. There were three directors of the company, one who was deaf, one who knew nothing of the relevant business, and a third who liked the other two directors and took up the position as a favour. None of them was held accountable for the subsequent failure of the company.

That original test remained until as recently as 1989 until the decision in Dorchester Finance v Stebbings and Others [1989] BCLC 498. A group of non-executive directors delegated the management of the company to an executive director and provided pre-signed cheques for his use. Following the misuse of company funds, all directors were sued and each of the non-executive directors was held liable for negligence. The court altered the relevant test and declared that from that point on directors must show such skill and care as may be reasonably expected from persons of their knowledge and experience, take such care as an ordinary person might be expected to in the conduct of their own affairs, and exercise any and all powers in good faith in the best interests of the company. The courts can therefore consider the particular skills and experience of a director in considering whether or not the duty has been met.

Breaches of duty

Should the actions of a director be in breach of their directors duties, they may be liable for any losses incurred and be required to compensate the company. Should such a transaction personally benefit the director, it may be made void.

If a director is intending to or performs an act and is concerned of committing a breach, Article 74(2) of the Companies Law may provide some protection. If all of the members of the company (including those who hold shares which typically carry no voting rights) authorise or ratify the act or omission of the director, the offending act is no longer a breach of the duty, provided that the company will still be able to discharge its liabilities as they fall due. It should be noted that full disclosure of the relevant act or omission is essential for any such ratification to be valid.

Conclusion

It is essential that directors always keep the duty to the company in mind and that they are upfront in declaring any interests they may have in transactions to ensure that their duty is not breached. If a director is ever concerned about the consequences of any act, they should seek guidance notwithstanding the possibility of a retrospective ratification of their decisions.

If you require any further information, advice or assistance please contact Mason Birbeck at mason.birbeck@parslowsinternational.com

Corporate / M&A


Main Contact|  David Hill

Head |  Corporate/M&A


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News and Deals

Parslows International advises State owned company on acquisition of a London based customs broker

Acquisition | Parslows International

Parslows International has recently advised a State owned company on its acquisition of a London based customs broker

“Parslows International corporate team has assisted our client with this acquisition  demonstrating the strength that we as a firm can bring to transactions that span a range of jurisdictions.” David Hill

If you require any further information, advice or assistance regarding how we can assist you with corporate and or mergers & acquisitions  please contact David Hill on david.hill@parslowsinternational.com

Corporate / M&A


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Notes to Editors

Parslows International:

Parslows International is a niche law firm headquartered in Jersey, Channel Islands. It  provides specialist legal advice in Corporate law, Commercial law, Private Client and Trust work and Commercial property.  It has particular expertise that it can call on in cross-border, M&A and international transactions.

Parslows International lawyers have advised and assisted on transactions in many parts of the world including Australia, China, Dubai, much of the EU, Hong Kong, India, Kazakhstan, the United Kingdom, USA, the Republic of Ireland, Russia and Singapore.