Reinstating a Jersey company - a practical guide

Why reinstate a company 

Jersey companies may be dissolved for a number of reasons. They may have been voluntarily liquidated, subject to a creditors’ winding up, or subject to a declaration of désastre (a Jersey insolvency process). Frequently, companies are struck off the register and dissolved for failing to file annual returns with the Jersey Financial Services Commissions (“JFSC’s”) Registrar of Companies (the “Registrar”). Companies are frequently reinstated because an asset (such as a bank account) held prior to dissolution had not been distributed, or so that they can be party to legal proceedings.

Who can apply

An application to reinstate a company can be made by the liquidator of a company or any other person who is interested, such as a former shareholder, director or creditor. 

What is the process

Company reinstatements are court applications made by way of a Representation. Applicants must obtain the consent of both the Registrar and the Income Tax Comptroller. Consent is generally granted once the following conditions have been met:

a) any outstanding tax has been paid and tax returns filed;

b) any Registry fees or penalties have been paid, including outstanding annual return or confirmation fees (a JFSC Registry application fee will also be payable – £1,010 at the time of writing);

c) the company has a confirmed registered office; and

d) the Registrar has been provided with information on beneficial ownership and company activities which he may request.

Once consent has been received from the Registrar and Comptroller, the Representation is lodged with the Judicial Greffe. The Representation must set out the registration number, shareholders and former directors of the company as well as providing any reasons for why the company was struck off, together with exhibit sheets attaching the Registrar and Comptroller’s confirmations. Stamp duty is payable on the application.

Is there a time limit

Applications for company reinstatements must be made within 10 years of the company’s dissolution. Once the 10 year limit has passed, the Crown is entitled to keep the company’s assets. 

How long does an application take

Company reinstatement applications can often be processed and completed within two or three working weeks. Applicants should factor in additional time for gathering relevant background or ownership documentation before starting the application process.

Court’s confirmation

If successful, a court order will be issued approving the company reinstatement. This must be filed with the Registrar (usually within 14 days of the date of the order) to complete the process.

How Dickinson Gleeson can help

Company reinstatement applications are a straight-forward and powerful tool for asset recovery and litigation. Dickinson Gleeson’s partner-led approach gives applicants a responsive and professional service, as well as enabling the firm to quote competitively for company reinstatement applications.