News and Insights

In Jersey a “company reinstatement” refers to the process by which a previously dissolved/wound up or struck-off company may be restored to the Jersey Companies Registry.

From 27 February 2025, all reinstatement applications can be made “on the papers” meaning the application will be able to be submitted in writing (rather than having, in certain cases, to appear in the Royal Court).

Viberts welcome the change to the Royal Court Rules as it aligns and simplifies the reinstatement application process for our clients.

Detail of the change

Previously, the steps involved to reinstate Jersey companies were different depending under which law that particular company became “inactive” (that is: struck off, dissolved or wound up):

• On the one hand, for a company struck off under the financial services law (for example, following a failure to file the company’s annual confirmation statement containing key information on the company’s shareholders, beneficial owners and officers) the reinstatement application was made by a Jersey Advocate in front of the Royal Court;
• On the other hand, for a company wound up, dissolved or struck off under the companies law (for example, following a failure to maintain a registered office) the reinstatement application was submitted in writing with no Royal Court attendance required.

From 27 February 2025, the Royal Court Rules allow all company reinstatement applications to be made “on the papers”.

This is good news because the requirement for some applications to be made in the Royal Court increased costs and the timeframe for reinstatement.

Who can apply?

The application can only be made by a person with a close enough link to the company including a director, shareholder or the heir of a former shareholder.

Why make a reinstatement application?

Common scenarios which we see where persons wish to reinstate companies include:

1. where a company was inadvertently struck off following a failure to file their annual confirmation statement;
2. where a company was inadvertently struck off following the death of an officer or member;
3. where a company became “inactive” (whether intentionally or not by its officers or members) whilst it still owned freehold property or other assets which had not been properly distributed to its members or to heirs of members who have died;
4. in the context of the recovery of assets from an “inactive” company pursuant to insolvency or other court proceedings.

The 10-year time limit

Please note: if a company has been listed as “inactive” on the Companies Registry for more than 10 years, it cannot be reinstated. At that time, any assets which the company owns will pass “bona vacantia” to the Crown (represented in Jersey by HM Receiver General).

However, it is still possible in such a circumstance to make an application to the Crown for the return of that specific asset (even though the company is not reinstated).

How do you reinstate a Jersey company?

Briefly:

Step 1: obtain a letter of no objection to the company being reinstated from each of Revenue Jersey and the Companies Registry.
Revenue Jersey will only give consent once all outstanding tax and tax filings for the company have been paid/filed.  The Companies Registry will require various documents to be provided to it and a fee paid.

Step 2: make an application to the Royal Court in the form of a Representation (a formal document that is filed with the Royal Court) and accompanying affidavits/statements.  A fee is payable.

Step 3: if the application is approved by the Royal Court, it will notify the Companies Registry which will, in turn, reinstate the company.

Viberts

We frequently advise clients who wish to reinstate Jersey companies.

 We are also used to dealing with HM Receiver General to recover company property when it has been struck off for over 10 years.

Should you have any queries or be looking to start an application, we would be pleased to assist you.