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In Jersey a “company reinstatement” refers to the process by which a previously dissolved or struck-off company may be restored to the Register of Companies. This process is particularly relevant for companies that have been involuntarily removed from the register owing to non-compliance with their statutory obligations, often a failure to file in good time their annual confirmation statement or to maintain their registered office, or that have been voluntarily dissolved but later need to be revived for various reasons, including the recovery of assets or the conduct of litigation.

Below are a number of FAQs we field relating to company reinstatements.

Why might a company be listed as “inactive” on the Jersey Companies Registry?

A company might be listed as "inactive” if it has been struck off due to failure to submit its annual confirmation statement and pay its filing fees, or dissolved following bankruptcy proceedings, or voluntarily dissolved by shareholders.

What are the consequences for a company once it is removed from the Jersey Companies Registry?

Once removed, the company loses its legal personality, rendering it unable to engage in any transactions. Essentially, the company becomes “dead” unless and until reinstated. If removed for over ten years any assets it formerly owned will pass to the Crown, represented in Jersey by HM Receiver General.  

How can a company be reinstated after being struck off in Jersey?

A company can be reinstated through an application to the Jersey Royal Court.

Who can initiate the application to reinstate a company in Jersey?

The application can be made by an “interested party” such as a shareholder, director, company secretary, liquidator, or creditor of the company. 

What role does a Jersey law firm typically play in the reinstatement process?

Usually, a Jersey law firm is instructed to draft the application to the Royal Court, with its supporting papers, seeking a reinstatement on behalf of the applicant.

What documents are required for preparing a reinstatement application in Jersey?

The application typically requires the filing of a Representation with a supporting sworn affidavit explaining the company’s activities, reasons for dissolution and intentions post-reinstatement. Evidence the company has put its affairs back in good order is also needed. 
(A Representation is a form of pleading used in Jersey to initiate proceedings before the Royal Court when there is no defendant against whom the Representor is asking the Court to award damages or other relief.)

What approvals are necessary from governmental bodies before reinstating a company in Jersey?

Approvals from the Jersey Companies Registry and Revenue Jersey are necessary. These will involve settling any outstanding taxes, missed annual filing fees and a reinstatement fee. 

How long does it usually take for the Royal Court to decide on a reinstatement application?

The decision typically comes within 2 weeks after submitting the application to the Royal Court. A reinstatement instruction typically takes 3 to 4 weeks to prepare whilst the required supporting evidence is assembled.

What steps need to be taken after the Royal Court approves the reinstatement of a company in Jersey?

After approval, the Court order must be filed with the Jersey Companies Registry which will then officially reinstate the company and it can, at that stage, start to transact again.

Viberts frequently advises clients who have an interest in the reinstatement of a Jersey company, some of which have been struck off owning exotic assets in far flung areas of the globe. We are also used to negotiating with HM Receiver General to recover company property when it has been struck off for over 10 years. If you confront a difficulty of this nature we would be pleased to assist you in resolving it.