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.
- 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
What can LLCs be used for?
The main use cases for the Jersey LLC are expected to be:
Expert community of financial services providers, including a world-class professional and legal services network
The comfort of a well-regulated jurisdiction and future certainty for marketing under AIFMD
A leading international finance centre for more than 60 years
This document provides a quick overview of the vehicle and its key features. More information and recent further amendments are available on the Jersey Legal Information Board (JLIB) website.