SETTI NG UP A COMPANY: A PRACTI CAL GUI DE Jacqueline Richomme 7 February 2012
W HY FORM A COMPANY? • Separate personality • Limited liability • Joint ventures • Big business • Buying a ready made company www.jordansinternational.com/ jersey www.jordans-jsy.com Hue Street, St. Helier 2
COSTS I N FORMI NG AND RUNNI NG A COMPANY • £200 or £400 • Annual fees - £150 in February • Filing fees – mostly only for late filing 3
LAW S Companies (Jersey) Law 1991: www.jerseylaw.je Some other legal issues: • Regulation of Undertakings • Financial Services • Other 4
FI RST STEPS Companies Registry • www.jerseyfsc.org • Setting up an ECR account 5
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COMPANY NAMES • Reserve name only on line Limited Ltd avec responsibilité limitée a.r.l. Public limited company PLC plc • Public or Private Company • “Accept” • Other issues 8
FI LLI NG I N AND FI LI NG THE FORMS • Form C3 – Statement of Particulars • Form C14B – Registered Office • Form C2B – Application for “COBO” Consent • Memorandum and Articles of Association and subscriber pages • Cheque • Delivery • Keep a copy 9
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“COBO” APPLI CATI ON • Form C2(B) – local resident • Issue of shares • Issue of other securities 12
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“ULTI MATE BENEFI CI AL OW NERS” David Alice Mary 5 % 5 % 9 0 % Cousins Ltd Jane Lyn Mark Joe Fred Anne 1 0 % 1 0 % 1 0 % 1 0 % 6 0 % 50% 50% Best Ventilation ( UK) Ltd Fans Lim ited Fred Anne 100% Best Ventilation Fans Lim ited ( Jersey) Lim ited 5 0 % 5 0 % New Joint Venture Co. Ltd 16
SENSI TI VE ACTI VI TY banking underwriting provision of professional legal services deposit taking asset management holiday or travel companies which intend to deal direct with the "retail" customer insurance money broking non-resident companies offering tuition either directly or by correspondence leading to a "diploma" on completion, which are not "recognised" by an Education Authority investment management general insurance broking any company which is to be "exempt" for or advisory services income tax purposes and is to have a wide share ownership, or is to be listed on a stock exchange or dealt in on the unlisted or over- the-counter markets financial consultancy life assurance agency services a company which is to sell goods by "mail order" trustee or nominee certain trading activities which companies which manufacture, market or sell services are quasi-investments such as unlicensed pharmaceutical goods, particularly container leasing, sale or to third world countries leasing of overseas realty development, time share activities share and commodity any dealings in arms or the provision of audit and accountancy services dealing and broking supply of technology or spare parts connected with defence corporate director provision of audit and 17 services accountancy services
MEMORANDUM & ARTI CLES OF ASSOCI ATI ON • “Standard table” • Subscribers 18
I NCORPORATI ON • Certificate of Incorporation • “COBO” Consent • Documents in the Registry available for public inspection 19
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RUNNI NG THE COMPANY How to start – • Appointment of directors • The first board meeting • Register of Members • Company books • Annual returns • Accounts 21
FI RST BOARD MEETI NG 22
W HO DECI DES W HAT: HOW THE COMPANY ACTS • Directors’ meetings • Shareholders’ meetings • Annual Accounts 23
SETTI NG UP A COMPANY: A PRACTI CAL GUI DE Jacqueline Richomme 7 February 2012
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