Mergers and acquisitions in Jersey’s international financial centre often involve cross-border transactions and share purchase agreements. solicitors.je is an independent directory. We can point you towards Jersey firms that work in this area.
Expert Jurisdictional Navigation for Jersey Corporate Structures
Specialist advocates act on share purchase agreements and corporate disposals. These transactions can require clearances from the Jersey Financial Services Commission (JFSC).
Complex transactions are carried out under the Companies (Jersey) Law 1991.
Advocates also need to work with the customary law principles of the Royal Court of Jersey.
Advocates also advise on the Control of Housing and Work (Jersey) Law 2012 and offshore trust integrations.
Three statutory routes to acquire a Jersey company
The Companies (Jersey) Law 1991 provides three main ways to combine with or take control of a Jersey company. Each has its own approval thresholds and court involvement.
1. Takeover offer with compulsory acquisition (Part 18)
A buyer makes an offer to all shareholders. Under Article 117, if acceptances bring the offeror to at least 9/10ths of the shares the offer relates to, the offeror can serve notice to buy out the remaining holders. This is measured in nominal value for par value companies and in number for no par value companies.
The timing is strict:
- the 9/10ths must be reached within 4 months of the date of the offer;
- the notice must be given within 2 months of reaching that threshold.
Article 119 gives minority holders the reverse right to require the offeror to buy them out. Article 121 lets affected holders apply to the court.
2. Scheme of arrangement (Part 18A)
Under Article 125, the court can order meetings of members or creditors to consider a compromise or arrangement. If it is approved at the meeting and then sanctioned by the court, it binds the whole class.
The voting thresholds differ by class:
- Creditors: a majority in number representing 3/4ths in value of those present and voting.
- Members: members representing 3/4ths of the voting rights of those present and voting.
For members, the test is voting rights alone. There is no separate requirement for a majority in number.
3. Statutory merger (Part 18B)
Two or more eligible bodies can merge so that one survives or a new body emerges. Under Article 127F, each merging company must approve the merger agreement by special resolution. The notice of meeting must include:
- the agreement, or a summary of it;
- the proposed constitutional documents;
- the directors' material interests;
- any further information members reasonably need.
Under Article 127FB, a member who did not vote in favour can apply to the court within 21 days of approval, on the ground of unfair prejudice. Article 127FC requires notice to known creditors. Under Chapter 4 of Part 18B, mergers involving bodies other than companies need the consent of the Jersey Financial Services Commission.
Competition approval
Some transactions cannot complete without approval from the Jersey Competition Regulatory Authority. Article 20 of the Competition (Jersey) Law 2005 prohibits executing a merger or acquisition of a prescribed type without the Authority's approval.
The penalty is not just a fine. Where a party is a Jersey company, title to its shares does not pass under the deal, and title to property in Jersey does not pass either.
The types of deal requiring approval are set by Ministerial Order, and that Order is changing. The Competition (Mergers and Acquisitions) (Jersey) Order 2026 was made on 16 April 2026 and comes into force on 1 November 2026. It repeals the 2010 Order. It also sets out the transactions the Authority can require to be notified under Article 22A of the Law, even where they fall outside the mandatory approval categories.
Deals signing around the changeover date need the thresholds checked against whichever Order applies on the day.
Takeover regulation
The Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 lets the Minister appoint, by Order, a body known as the Panel on Takeovers and Mergers. The Panel oversees takeovers and makes rules for them. The Law refers to the City Code on Takeovers and Mergers issued by the UK Panel.
Whether a particular Jersey company is subject to the Code depends on its circumstances, such as where it is listed and managed. That needs checking at the outset.
Before instructing an advocate on a Jersey deal
- The target's memorandum and articles, and any shareholders' agreement. Pre-emption rights and drag or tag provisions often decide the route.
- Whether the target is a par value or no par value company, which affects the Article 117 calculation.
- Jersey and group turnover figures, for the competition analysis.
- Whether the target or any group member is regulated by the JFSC. If so, ask your advocate what regulatory clearance a change of ownership needs.
- Details of any Jersey land the target holds, and any hypothecs registered against it.
solicitors.je is an independent directory. We can point you towards Jersey firms that work in this area.
Mergers & Acquisitions (M&A) Asked Questions
Here are answers to common questions about Mergers & Acquisitions (M&A) in Jersey. If you have unanswered questions, please contact us using the form above or you can contact us here.
Who advises on regulatory clearance with the Jersey Financial Services Commission (JFSC)?
Corporate Advocates who specialise in local corporate structures advise on JFSC regulatory approvals under the Companies (Jersey) Law 1991 and on the Control of Housing and Work (Jersey) Law 2012.
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