Beneficial Ownership and Control
FAQs for Non Trust Company Service Providers (TCSPS)
administered Companies (mainly Local Residents)
The Companies Registry is making changes to the way the Companies Registry collects information
concerning beneficial ownership and control (BO). On 1 January 2017, all companies will be issued
with a new Control of Borrowing (Jersey) Order 1958 (COBO) consent. This will mean that each
company must:
a) Inform the Companies Registry of the current beneficial ownership and control of the
company by 30 June 2017 (by completing a C17S form); and
b) Seek consent from the Companies Registry before a change in beneficial ownership or control
of 25% or more takes place (by completing a C17B form).
Once consent is obtained, a company will be deemed to have completed the transfer in ownership
and/or control within 21 days of such consent. This is important as the Companies Registry will
automatically update the register on the 21st day from consent being given (we refer to this as
“deemed notification”). If a change does not take place within this timeframe, it is the company’s
responsibility to inform the Companies Registry by the 21st day before we upload the information on
our register.
Important: Seeking prior consent from the Companies Registry where there is any change to BO of
25% or more is not a new requirement. The new requirement is to provide the Companies Registry
with a current beneficial ownership and control information by 30 June 2017.
What you need to do by 30 June 2017: All companies will have to complete a C17S form by 30 June
2017 irrespective whether or not a change has occurred since incorporation.
The C17S form is to be used for verification of information already on our register as well as seeking
prior consent and notification from the Companies Registry. We remind you that you can only proceed
with a change in beneficial owner or controller once consent from the Companies Registry is received.
NOTE: Separate requirements apply to non TCSP administered entities that are for example trading
on a recognised stock exchange or are international holding companies that have a domestic
presence on the Island. If you are such a company, please contact the Companies Registry for further
guidance.
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FAQs
What is changing?
The Companies Registry will be issuing new COBO consents requiring all companies to provide current
and up to date information concerning BO information by 30 June 2017. You can comply with this
requirement by filling in a C17S form.
The new COBO consent will also include the current requirement to seek prior consent to a change as
well as a requirement to notify the Companies Registry of the change in beneficial ownership and
control within 21 days of change. You will be able to use the same C17B form to:
a) seek prior consent; and
b) notify the Companies Registry of a change.
In respect of local residents only, because we consider local residents as low risk, the Companies
Registry wishes to simplify this two stage process by deeming notification on an application for prior
consent.
Important: When seeking prior consent, you must let the Companies Registry know whether the BO
or indeed your business activity is sensitive. We need to know as we may need to impose additional
conditions on such companies – this is to protect the company as well as safeguard the reputation of
the Island.
In order to ensure consistency in approach by all Jersey companies, from April/May 2017 we envisage
that the notification requirement will also become a requirement under the Companies (Jersey) law
1991.
What does this all mean?
Below are some FAQs designed to assist you to determine whether or not you need to seek the prior
consent to a change and notify the Companies Registry of a change to BO information.
Important: If there is no change to BO information since incorporation – you must still fill in the
C17S form by 30 June 2017.
FAQs
1.
Why do I have to obtain prior consent and notify the Companies
Registry of a change to beneficial ownership and control?
Obtaining prior consent is not a new requirement. However, notification following the change is a new
requirement. We need to be notified that the change has happened so as to be able to update our
register. However, we will simplify this process for you by introducing a “deemed” notification when
seeking prior consent. You must inform us within 21 days of consent being obtained if the beneficial
ownership does not proceed so that we are able to stop deemed notification before this information
is uploaded on our register.
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FAQs
Why do we need prior consent and notification? We set our below the reason for this:
Prior consent: All companies are issued with a COBO consent on incorporation. The COBO consent
issued stipulates that you must obtain the prior consent from the JFSC before a change occurs. We
are drawing this to your attention to ensure you understand this ongoing commitment and the
implications for failure to notify the Companies Registry.
The Registry will be issuing new COBO consents on the 1 January 2017. This new COBO consent will
replace the COBO consent you received on incorporation. The new COBO will also include a
requirement to notify the Companies Registry of the change in beneficial ownership and control within
21 days of change.
Notification: The new COBO consent will also stipulate that you will not only have to seek prior
consent from the JFSC before change but that you will now also have to notify us when the change
has happened. This notification must be received within 21 days of change.
The drive behind the prior consent and notification process is:
a) To ensure the Registry is able to perform its role as the first line of defence for Anti Money
Laundering and Countering the Financing of Terrorism (AML/CFT) purposes; and
b) To ensure that our register is up to date, current and accurate thereby enhancing transparency
of all Jersey companies.
The information collected will be stored on a secure and private register held by the Companies
Registry.
Important:


2.
Even if there has been no change to BO since incorporation, you must submit a C17S form
to the Companies Registry before 30 June 2017.
The Effective Date of the new COBO will be 1 January 2017 - If you have not received a new
COBO consent by 15 January 2017, you must notify the Companies Registry. A copy of the
template COBO will be available on our website from 1 January 2017.
Who is a beneficial owner?
There are a number of interpretations. In Jersey, we follow the Financial Action Task Force’s (“FATF”)
interpretation. In respect of companies established by local residents, it is interpreted by the
Companies Registry as any shareholder holding 25% or more. For example: XY Ltd is owned 50% by X
and 50% by Y.
Both X and Y should already be registered as BOs on the register. However, if Y wants to for example
sell his share to Z, XY Limited must first seek the consent of the Companies Registry before any change
in beneficial ownership. It is the Company’s responsibility to ensure that the details of who owns the
company are recorded on the BO register. The Registry will not unreasonably refuse a change in
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FAQs
beneficial ownership. If there is a compelling reason to refuse change of beneficial ownership, the
company will be informed in a timely manner.
How about XYZ Ltd which is owned 50% by X, 30% by Y and 20% by Z?
X and Y will need to ensure that their details are recorded on the BO register. Z will not need the prior
approval of the Commission before acquiring her share, and will therefore need not register her
beneficial ownership.
3.
Who is a controller?
In respect of companies established by local residents, it is interpreted by the Companies Registry as:
› An individual with direct or indirect holdings of interests or voting rights of 25% or more; or
› Any other individual exercising control (of 25% or more) over the company through other means;
or
› Where no individual is otherwise identified, identify the person who exercises strategic decision
making powers in the company, such as a Director of the Company.
For example:
X and Y have 20% voting rights. However, Y and Z have decided to collaborate and they have an
agreement to act together. Taken together, they have joint control over the company amounting to
30%. They should therefore register their ownership and control on the BO and controller register.
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FAQs
4.
Can different people be beneficial owners and controllers?
Yes. Someone else other than a beneficial owner might still have significant influence. For example, if
someone exerts complete control of removal or appointment of directors. Although they have no
shares nor voting rights they are still in control. Accordingly, they will need to be identified as a
controller even though they are not a beneficial owner. The company’s constitutional documents must
be checked in order to assess whether or not someone else might have significant influence.
In the instance below, M has been identified as being such a person, since he has a complete right
over the appointment and removal of directors.
Another example of someone else with significant influence can be someone who has an absolute
veto over the company business plan. Such a person should also be identified as a controller even
though they are not a beneficial owner.
5.
How do I obtain prior consent from the Jersey Financial Services
Commission?
In order to obtain prior consent from the JFSC, simply complete and file a C17B form (which will be
made available on our website on 1 January 2017 together with guidance) to streamline this process.
The Companies Registry works to an average turnaround time of 2 working days when a request for
change of beneficial ownership information is submitted.
Note: The C17B form can be used to seek prior consent and notify the JFSC of a change to BO. In
respect of local resident applications only, because we consider local residents as low risk, the
Companies Registry will deem notification to happen when prior consent is obtained. However, if BO
does not change within 21 days from consent being given, you must inform the Registry.
When filing in the C17B form you must inform that Companies Registry whether the beneficial owner,
controller or indeed your business activity (or that of an associate) is sensitive. We consider beneficial
owners and controllers who are disqualified directors, politically exposed persons and/or have had
judgments against them or have been subject to judicial or regulatory enquiry as being sensitive. Why
do we need to know all this? We need to know as we may need to impose additional conditions on
such companies – this is to protect the company as well as safeguard the reputation of the Island.
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FAQs
6.
What if I am not sure whether or not the information held on the BO
register is correct?
The Companies Registry accepts all submissions on a good faith basis. If you are in any doubt about
the information currently held on the BO register you can state this when submitting your C17S form
by 30 June 2017. Thereafter, you should identify any concerns on a C17B application.
Please be informed that under the data protection laws, we are unable to disclose the names of
beneficial owners or controllers on our register. If there is a dispute to beneficial ownership, we
reserve the right to deny consent or alternatively to amend our records once on notice, until such time
as the dispute is resolved. The Companies Registry will simply maintain the status quo until such time
as instructed otherwise by the Royal Court.
7.
Will I be fined if I failed to inform the Companies Registry in accordance
with the COBO consent?
You will not be prosecuted for not seeking prior consent from the Commission as long as you inform
us of the current beneficial ownership and control by 30 June 2017 by submitting a C17S form. If you
fail to inform us of a change after this date, action may be taken against you for breach of a COBO
consent and/or any other applicable laws and regulations.
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