The Jersey Limited Liability Company (LLC)

This factsheet includes recently confirmed amendments to the legislation which allow a Jersey LLC to elect to be a body corporate and these amendments came into effect on 14 February 2023.

Key features

Modelled on leading LLC regimes, mainly Delaware and Cayman
Legal personality and option to elect to be a body corporate, benefitting from limited liability
The unique flexibility of LLC operating agreements will afford members the ability to structure and manage their undertaking as best suits their needs
Managers will not be subject to fiduciary duties unless set out in the LLC Agreement, but will be subject to a baseline duty of good faith and with the additional flexibility of a member approval procedure
No requirement for the inclusion of Jersey resident members or managers (subject to regulatory and economic substance requirements)
Simple registration process by way of certificate and consent to issue interests from the Jersey Financial Services Commission (JFSC), with the LLC Agreement not publicly available
Administration services to be provided on establishment and by a person registered under the Financial Services Jersey (FSJ) Law to carry on Trust Company Business (TCB)

A Jersey LLC can operate as a Jersey Private Fund or as a manager to a Jersey Private Fund
Subject to the usual JFSC fund permissions, an LLC will be able to market to EU investors under the Alternative Investment Fund Managers Directive (AIFMD) third country private placement rules
A Jersey LLC will be treated as transparent for domestic tax purposes in Jersey
The Jersey LLC is not subject to the UK’s City Panel Takeover Code
It can have its securities listed (debt or equity), although not if it is a Jersey Private Fund
There is a straightforward summary winding up process, based on a solvency statement