Jersey Overview
Jersey is a leading international finance centre less than an hour’s flight from central London. Its rapidly growing digital sector positions Jersey as an ideal jurisdiction for investors, start-ups and established businesses working in Fintech and related disciplines. As a hub for traditional financial services for many years, the Island’s regulatory, legal and financial frameworks are well established and well respected across the globe without compromising the jurisdiction’s agility.
Support for the sector from local government, regulators and professional bodies is active and increasing which, along with Jersey’s strong reputation as a traditional finance centre, has drawn in major players in the sector. Softbank’s Vision Fund – the world’s largest tech fund valued at £100 billion – and Global Advisors’ Coinshare Fund I – the world’s first regulated crypto denominated fund – both choose to operate out of Jersey. Binance, the world’s largest cryptocurrency exchange, operates a GBP and EUR crypto to fiat exchange in Jersey.
Jersey is also the base for a number of global RegTech solutions, including Atam ID and RiskScreen, and payment platforms including Bank Clarity and Escaroo. In addition, many top-tier token offerings launched from Jersey, including the widely traded stablecoin ARC Reserve Currency.
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1. Who is responsible for regulating Fintech companies?
The primary regulator for financial services on the Island is the Jersey Financial Services Commission (JFSC) which is well established, highly functional and well-tuned to industry needs.
However, the key regulatory point in Jersey is that other than in respect of token offerings (including coins, security tokens and utility tokens), where specific guidance has been issued, Fintech companies, virtual asset service providers and their investors will only fall within the specific remit of the regulator where their activities fall within the scope of traditional financial services regulation, notwithstanding the assets in question are virtual ones.
By not enacting specific legislation to deal with virtual assets and virtual asset service providers, the JFSC is able to adapt quickly to the changing market and lean on decades of knowledge and experience while remaining flexible. This can be seen in the practical and forward thinking approach they have taken to the sector so far when considering (and approving) applications for crypto-denominated funds, security token and other token offerings and crypto-exchanges.
2. Are there any “sandbox” or other regulatory neutral zones?
As Fintech companies and virtual assets service providers are only regulated to the extent their activities fall within the traditional financial services regulatory framework, there are some areas of Fintech which are not regulated at all.
While each product or platform must be assessed individually, generally speaking, the key areas where Fintech and virtual asset business activities and will overlap with traditional financial services and fall within the ambit of regulation are in relation to funds, investment business, custody services, payment systems and crypto-to-fiat currency exchanges.
This does not mean that anyone operating in these areas will be subject to onerous regulatory requirements and for many start-ups a sandbox will be available or the regulatory regime that applies will be relatively light touch.
At present, regulatory sandboxes are available in relation to:
crypto-to-fiat exchanges where their turnover is less than GBP150,000 per year.
payment systems where their turnover is less than GBP300,000.
the wire transfer regulations (which require that those providing money transfer services retain and transfer certain information about relevant transferors and/or transferees for the purpose of preventing money laundering and the funding of terrorism) which will generally not apply to the majority of transactions of less than EUR1,000 or those that are funded using a credit or debit card.
While not a regulatory sandbox in the strictest sense, the JFSC run an initiative called “Sandbox Jersey” where, in their role as regulator, they offer direct support and guidance to those looking to establish Fintech businesses or bring Fintech products to the Island.
3. Is there a Digital “incubator” or hub?
There are a number of digital hubs across the Island to encourage growth in this sector. These include two hubs established by Digital Jersey (one of the Island’s economic development agencies and the industry association for technology and innovation) and a branch of the popular Barclays incubator, Eagle Labs.
4. Are there any barriers to entry for foreign technology companies?
There are no significant barriers to entry for those who wish to establish corporate vehicles in Jersey without any physical presence in the jurisdiction. However in line with most well-regulated offshore jurisdictions around the globe, Jersey, along with its fellow Crown Dependencies of Guernsey and Isle of Man, has introduced robust economic substance requirements. Firms carrying on certain activities in scope (including financing & leasing, IP holding, funds services or holding company business) will need to demonstrate sufficient local presence to comply, but the appropriate local guidance, firms should not view them as a barrier to entry. Those seeking to carry on business within the local market must apply for a local business licence issued by the Population Office and comply with certain restrictions in relation to the employment and housing of staff. For further information, see section G below.
5. Have traditional institutions embraced new technologies?
To date, there has been no significant displacement of traditional financial service providers in Jersey. Nonetheless, there are currently over 400 digital and creative businesses in Jersey and over 3000 digital and technology professionals. As one of the largest international business and financial centres, it is expected that this will be an area of significant growth in the coming years, with recent drives from local government and industry bodies for local entities to embrace Fintech solutions. In order to stay competitive, it is anticipated that traditional service providers will look at new innovations driven by technology-focused new entrants to the market.
The above notwithstanding:
- Binance Jersey provides secure and reliable cryptocurrency trading in Euro and GBP.
- Jersey was home to the world’s first regulated bitcoin fund, Coinshares Fund 1, launched by Global Advisors.
- Atam Holdings, a Fintech company based in Jersey, developed the world’s first unmanned smart issuance kiosk which allows the real time issuance of credit, debit, prepaid and ID cards from a stand-alone kiosk in full compliance with relevant KYC and AML requirements.
- Jersey has been the base for a number of successful token offerings, including under the new regulatory regime introduced in July 2018.
- Escaroo launched the first keyless blockchain based escrow and smart contract payment system.
- Coinshares have launched the first regulated BTC hedge fund, the first exchange traded BTC and ETH products and the first private fund denominated in ETH.
- Bank Clarity offers a leading modular wealth management and payments solution for banking, booking Straight Through Processing (STP), KYC and fraud prevention.
6. What forms of legal entity are available for technology companies?
As a mature and flexible jurisdiction, the full range of modern corporate vehicles is available for use and can be tailored to suit almost any requirements. As there are no specific requirements, structures or vehicles imposed on Fintech businesses, the considerations that affect the choice of legal entity are no different from any other business and will depend on individual circumstances and preferences.
Most trading businesses in Jersey (as opposed to funds or other investment vehicles) take the form of limited companies which will be suitable for the vast majority of Fintech businesses on the Island. The Jersey Registrar of Companies provides a secure and stable supervisory environment whilst also reflecting the generally more permissive approach of Jersey company law when compared with similar jurisdictions.
Traditional partnerships, limited partnerships and LLPs are also available as potential vehicles and are most commonly seen in a fund or investment vehicle context.
The above notwithstanding, any entity issuing tokens must be a Jersey limited company and no other vehicle (please see Section B below in relation to Virtual Assets).
7. What AML requirements apply to businesses in Jersey?
Anti-money laundering legislation in Jersey is based on the recommendations promulgated by the Financial Action Task Force. Jersey is presently consulting on the implementation of its latest recommendations, as set out in the Guidance for a Risk-Based Approach to Virtual Assets and Virtual Asset Service Providers including the ‘Travel Rule’ which would place disclosure requirements on virtual asset service providers.
The Proceeds of Crime (Jersey) Law 1999 sets out the principal money laundering offences that apply to corporate entities and individuals in Jersey. In addition, those who carry out regulated financial services business or similar unregulated activities (such as lending) are further subject to the Proceeds of Crime (Supervisory Bodies) (Jersey) Law 2008 and Money Laundering (Jersey) Order 2008, which prescribe certain identification, record keeping and internal control procedures for such businesses as set out in the AML/CFT Handbooks published by the JFSC.
In certain circumstances, it will be necessary for an otherwise unregulated technology business providing certain “high risk” services (e.g. lending or high value transactions) to register with the JFSC and put in place suitable policies and procedures to comply with the practical requirements of the AML/CFT Handbooks.
The AML/CFT Handbook expressly permits digital verification of identities and the receipt of electronic copies of documents instead of traditional “wet ink” paper-based processes but this approach has not yet been widely adopted by local businesses.
8. Are electronic signatures valid?
The use of electronic signatures is widely accepted in Jersey. Indeed the Electronic Communications (Jersey) Law 2000 was amended in 2019 to clarify the law and further encouraged the formation of contracts by electronic means by providing that contracts may be so formed ‘unless the parties have otherwise agreed’ and widened its use with respect to certain public bodies. It remains advisable to agree, in advance, arrangements for signing contracts with commercial counterparties.
In light of the disruption caused by the global COVID-19 pandemic, the Government of Jersey and financial and legal services professions are responding to the increased dependence in electronic signatures and remote witnessing to ensure all scenarios are expressly catered for and the jurisdiction makes use of these technologies as widely and consistently as possible.
9. How is personal data protected?
Jersey has always put a great emphasis on complying with international standards on data protection and, despite not being a member of the EU, the Island’s local legislation has closely mirrored the requirements of relevant EU law. In 2008, the EU assessed Jersey data protection laws as sufficient to protect personal data such that personal data can flow from the EU (and Norway, Liechtenstein and Iceland) to Jersey without any further safeguard being necessary.
Jersey also implemented legislation in 2018 in order to mirror the additional requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR) and ensure the continued free flow of information from the EU without restriction.
1. How are virtual assets regulated?
There is not a specific regulatory framework for virtual assets other than in respect of token offerings ( including coins, security tokens and utility tokens), where specific guidance has been issued. As such, outside of token offerings the activities of virtual asset service providers will only be regulated where their activities can be classified as traditional financial services business and fall within the scope of Jersey’s existing financial services regulation.. While each asset or related service must be assessed individually, virtual asset business activities will typically fall within the ambit of existing regulation where they involve funds, investment business, custody services, payment systems or crypto-to-fiat currency exchange.
In relation to a token, a key consideration is whether by its nature it constitutes a ‘security’ for the purposes of Jersey law, as activities involving issuing or dealing in securities fall within the ambit of existing Jersey regulation. The JFSC’s guidance identifies the existence of further commitments from the issuer to pay a return or to redeem the asset in future as being among the key characteristics of a ‘security’.
Token Offerings
Token offerings in Jersey are regulated by the JFSC under the Control of Borrowing (Jersey) Order 1958, pursuant to which JFSC consent is required for the incorporation of any Jersey company.
When granting consent, the JFSC may impose such conditions as it sees fit and in July 2018 issued a guidance note setting out the requirements for the consent to be granted and the conditions it is likely to impose. The requirements and conditions reflect the high calibre of issuer that the Island intends to attract and include conditions that the issuer must:
- take the form of a Jersey company with its registered office provided by a regulated Jersey trust and corporate services provider (TCSP);
- prepare and submit to the JFSC an Information Memorandum (which may be in the form of a white paper) which complies with the same legal requirements as are imposed on a prospectus issued by a company issuing securities (the information requirements are not erroneous and include the usual requirements that prudent investors would expect);
- ensure that any marketing material (including the Information Memorandum) is clear, fair and not misleading;
- apply relevant AML/CFT requirements to persons that either purchase tokens from, or sell tokens back to, the issuer;
- maintain and adopt systems, controls, policies and procedures for customer take-on, redemption, profiling and transaction monitoring at enhanced levels ensuring internal external reporting of suspicions of money laundering and financing of terrorism;
- appoint and maintain a TCSP;
- appoint and maintain a Jersey resident director who is a natural person and provided by the TCSP;
- have procedures in place to mitigate and manage the risks of retail investors investing inappropriately in the token offering and ensuing any retail investors understand the risks of involved; and
- submit audited annual accounts to the JFSC.
Each application for consent must be accompanied by an analysis prepared by the issuer’s legal advisors outlining specific details including the proposed activities of the issuer and relevant timelines, the rationale for the ICO and the intended use of its proceeds, a summary of the features of the token to be issued and a complete Jersey regulatory and legal analysis under all financial services and AML/CFT legislation.
As indicated above, the issued guidance distinguishes between security tokens, which share characteristics usually associated with debt or equity securities, and non-security tokens (including utility tokens) and suggests that the JFSC may be prepared to relax certain conditions in relation to non-security tokens. This is not certain but is backed up by the approach taken by the JFSC to date which has demonstrated a willingness to be flexible where possible.
Tokenised Funds
See Section D.
Crypto-Exchanges
Crypto-to-fiat exchanges are subject to the same regulatory treatment as those undertaking financial services business. Where a crypto exchange permits trading in security tokens, this may constitute regulated investment business, in which case a full regulatory application would be required and the business will be subject to the usual range of capital maintenance and other regulatory requirements.
Custody Services
Where an entity acts as a custodian of a virtual asset, it is likely to be undertaking regulated financial services business, though a number of exemptions apply and may be available.
2. Are virtual assets subject to the local AML regime?
The guidance issued by the JFSC in relation to token offerings makes it clear that any consent granted to the incorporation of an issuer and/or the issue of tokens will impose a requirement to comply with local AML/CFT legislation. Similar requirements will be imposed on entities carrying on regulated financial services business in respect of virtual assets, such as investment business or custody services, notwithstanding that the assets in question are virtual ones.
Fiat-to-crypto exchanges fall within the remit of the Jersey AML regime, unless a businesses’ turnover qualifies them for the sandbox described above.
Anti-money laundering legislation in Jersey is based on the recommendations promulgated by the Financial Action Task Force. Jersey is presently consulting on the implementation of its latest recommendations, as set out in the Guidance for a Risk-Based Approach to Virtual Assets and Virtual Asset Service Providers including the ‘Travel Rule’ which would place disclosure requirements on virtual asset service providers.
3. Is a physical presence required in Jersey to conduct a virtual asset sale?
No. However, the issuer must be a Jersey company, appoint a trust or company service provider (TCSP) and have at least 1 Jersey resident director being a natural person provided by such TCSP.
4. Are gambling platforms permitted?
Yes. Gambling in Jersey is regulated by the Jersey Gambling Commission who license those offering business to consumer gambling from Jersey, as well as hosting or platform providers, software developers and testing houses.
Those offering business to consumer applications that include any casino style games must also comply with the AML/CFT regime.
5. Can decentralised-finance (DeFi) products be launched from Jersey?
Yes. However, DeFi products comprise a wide range of potential offerings including everything from borrowing and lending to automated exchanges and even gambling and market prediction.
The nature of each offering must be assessed in the context of how it interacts with Jersey existing regulatory requirements as set out elsewhere in this guide.
1. Can a crypto-to-crypto exchange be established?
Yes. Crypto-to-crypto exchanges are permitted but, where they facilitate trading of security tokens, may need to be regulated by the JFSC.
2. Can a crypto-to-fiat exchange be established?
Yes, Jersey introduced specific regulation to deal with crypto-to-fiat exchange business as far back as 2016 when the AML/CMT regulations were updated to expressly cover those who exchange virtual currency for fiat. Since this time, crypto-to-fiat exchanges have been subject to the same regulatory treatment as those undertaking financial services business and must comply with the requirements of the KYC/AML handbook.
Binance, the world’s largest cryptocurrency exchange, established and operates its EURO and GBP exchange in Jersey. Binance also invest in new Jersey-based start-ups through their venture capital subsidiary, Binance Labs.
3. Is a money services licence required for crypto-to-fiat conversion through an OTC desk?
In most cases a licence under the financial service regulatory regime will not be required. However, any exchange between cryptocurrency and fiat currency in any form will fall within the remit of the AML/CMT regime as set out above.
4. Can a virtual asset project establish a local bank account?
Most financial institutions on the Island are still wary of businesses operating in the token offering space but few implement blanket bans and most would consider legitimate business on a case by case basis.
5. Can you register as a virtual asset custodian in Jersey?
Yes. A virtual asset custodian will likely be undertaking regulated financial services business which requires a registration with the JFSC under the Financial Services (Jersey) Law 1998. The same regulatory regime applies to all custodians regardless of asset type and a number of exemptions from the registration requirement may be available.
6. Are VASPs subject to the local AML regime?
While the JFSC consults on the implementation of the recommendations set out in the FATF Guidance for a Risk-Based Approach to Virtual Assets and Virtual Asset Service Providers, the existing AML regime will likely apply to many VASPs as the services offered by VASPs, as set out in the FATF Guidance, are for the most part already within the scope of the Jersey AML regime.
1. Are tokenised funds regulated in Jersey?
In a tokenised fund, an investor’s interest is represented by a cryptographic token, as opposed to shares or other interests or units offered to investors in a more traditional fund structure.
There is no separate framework for the regulation of tokenised funds in Jersey. The regulatory framework applicable to funds in Jersey is well developed and ranges from unregulated eligible investor funds and the new lightly regulated Jersey Private Fund all the way up to highly regulated retail collective investment funds.
2. What service providers are required for a tokenised fund?
The service providers required will vary greatly based on the regulatory treatment of the fund and the nature of the permitted investors. In almost all cases, a Jersey resident service provider will be required to administer the fund. In addition, certain regulated funds will require an investment manager and/or custodian based in Jersey. In some cases it will be possible to use a non-Jersey investment manager provided they are regulated in an OECD member state.
Where firms are carrying on business within the scope of economic substance requirements (applicable across the Crown Dependencies and other well-regulated offshore jurisdictions) those requirements must also be complied with.
3. What AML/KYC is required for token holders?
Jersey’s AML/KYC legislation applies to all funds either directly or indirectly through regulation of their service providers. Accordingly, a tokenised fund will need to receive KYC documentation on each subscriber and every transferee of the token. Each transferee will also need to agree to the subscription terms for the tokenised fund.
4. Is there a minimum investment amount?
The minimum investment amount (if any) will depend on the nature of the fund and the investors who are permitted to invest and ranges from USD100K to USD1M. In most scenarios, no minimum investment will be required where investment is limited to those whose ordinary business activities includes dealing in, managing, underwriting or giving advice on investments.
5. Can token holders redeem their tokens or transfer the tokens they hold?
The transferability of interests in the fund will be determined by the rights set out in the relevant fund documentation and largely guided by compliance with the relevant regulatory regime, such as ensuring that investors meet any eligibility requirements and/or acknowledge investment warnings.
In order for the tokens to be freely transferrable on an exchange, either the fund itself, its service provider or the exchange would need to ensure that any potential transferee:
- provides sufficient KYC documentation to comply with Jersey’s AML laws;
- provides sufficient information to demonstrate that they are an eligible investor; and
- agrees to the subscription terms of the fund.
1. Does Jersey impose economic substance requirements?
As part of a review of over 90 jurisdictions, the EU Code of Conduct Group (Business Taxation) concluded that Jersey and the other Crown Dependencies were compliant with most of the EU principles of tax good governance, including the general principles of “fair taxation”. However, it did require a commitment from these jurisdictions to bolster economic substance requirements for doing business in and through these jurisdictions. Jersey, along with the other Crown Dependencies, made a commitment to address these concerns and following consultation the Taxation (Companies – Economic Substance) (Jersey) Law 2019 came into force on 1 January 2019.
A Jersey tax resident company would need to comply with the 2019 Law, should it conduct certain relevant business activities, which include ‘financing and leasing’, ’headquarters’, ‘holding company’ and ‘IP holding’ business. In essence, the company will have to demonstrate that it has local ‘substance’ in Jersey, on the basis of factors such as it being directed and managed in Jersey, having adequate people, premises and expenditure in Jersey and conducting core income generating activities in Jersey. In most circumstances a company should not have any significant difficulty in meeting the requirements, but the company should be mindful of ensuring real and demonstrable compliance. As a jurisdiction, Jersey’s corporate advisory sector is very well placed to help companies navigate and comply with these requirements.
2. Are there any reporting requirements in connection with economic substance?
Subject to a few limited exceptions, all companies which are tax resident in Jersey will be required to provide information on their activities as part of their annual tax return. This information includes details of the relevant activities they perform (if any), their gross income attributable to these activities, their core income generating activities in these areas and information on their staff, premises and management.
A resident company must also provide any information reasonably required by the Comptroller of Taxes to help in determining whether or not they have met the economic substance test. The Comptroller will serve notice of exactly what information is required to meet the test, as well as the reasonable manner of doing so, with the ability to examine any financial period up to six years after the end of the relevant period.
3. What penalty provisions apply in the case of non-compliance?
Penalty provisions apply in Jersey for failing to meet the economic substance test, for failing to provide the requisite information for the Comptroller to determine whether the test has been met and for providing inaccurate information. If the test is not met, the Comptroller can apply a penalty of up to £10,000. While a reasonable excuse is permissible, a failure to provide information carries a maximum penalty of £3,000; with information provided that is known to be inaccurate, or discovered to be inaccurate after it has been provided without reasonable steps to inform the Comptroller also carrying a penalty of up to £3,000.
INTELLECTUAL PROPERTY
Unregistered IP rights are protected in Jersey by virtue of the Intellectual Property (Unregistered Rights) (Jersey) Law 2011 (the 2011 Law). This was introduced as part of an ongoing reform process with the intention of ensuring Jersey law is compliant with the leading international conventions, including the Berne Convention, the Paris Convention, the World Intellectual Property Organization (WIPO) Copyright Treaty, the WIPO Performances and Phonograms Treaty and the WTO Trips Agreement.
1. Copyright
As a result of the 2011 Law coming into force, the application of the Berne Convention (the primary convention on the protection of copyright) was extended to Jersey from January 2014 and work in relation to the other treaties is being pushed forward.
In line with the position in the UK and Europe, software and computer programs are treated as a literary work and therefore protected for 70 years. Open-source code is not separately regulated or protected in Jersey.
2. Trade Marks
The protection of Trade Marks in Jersey is governed by the Trade Marks (Jersey) Law 2000 which mirrors the provisions and protections of Trade Mark Act 1994 in the UK. Jersey operates a “dependant register” for trademarks which provides for the registration of trade marks already entered on the corresponding register in the UK and provides direct protection (without the need for further registration) for Community trademarks and other international trade marks protected in the UK.
3. Patents
The protection of Patents in Jersey is governed by the Patents (Jersey) Law 1957 which also mirrors the protections enjoyed in the UK. Jersey operates a “dependant register” for patents which provides for the registration of trade marks already entered on the corresponding register in the UK and provides direct protection (without the need for further registration) for patents granted under the European Patent Convention that designate the United Kingdom.
4. Trade Secrets
There is no statutory protection for trade secrets or similar confidential information in Jersey and the case law is therefore limited. However, to the extent that legal guidance is available, the Jersey courts have largely applied the same approach as the English courts in that there must be:
- a necessary quality of confidence; and
- a disclosure in circumstances importing an obligation of confidence.
In practice, however, protection of confidential information is primarily based on contractual confidentiality and non-disclosure agreements.
1. Trade Licences
Every undertaking with a physical presence in the Island must apply for a business licence pursuant to the Control of Housing and Work (Jersey) Law 2012. The licence imposes limits on the number and status (see below) of employees the undertaking may employ.
The restrictions imposed are intended to protect the local population and ensure they have suitable employment opportunities. In general, those with less than 5 years’ residency on the Island will be classified as “Registered” and strict limits are imposed on the number of “Registered” employees an undertaking may employ.
Where it is not possible to find a Jersey native or other individual with 5 years’ residency, it is possible to request a licence to employ someone from outside of Jersey which will be considered by the Population Office on a case by case basis. The Population Office is strict in its allocation of licences and a strong case and real need must be put forward as well as the position aligning with the Island’s goals. Given the strong push for the growth in the digital sector, and the able assistance of industry bodies on the Island, Fintech businesses are in a comparatively strong position.
Jersey is also very open to high net worth individuals locating in Jersey and this is especially the case if they will establish a physical presence business here with employment opportunities. There is a separate residence regime available to such high net worth individuals.
2. Tax Matters
From an international investor’s perspective, Jersey is a tax neutral jurisdiction and there are no withholding taxes on dividends, interest, or royalties paid by Jersey companies to non-residents.
Within the Island, Jersey is a desirable location for start-ups across all sectors with the standard rate of corporate tax at 0%. A rate of 10% is levied on certain regulated businesses established in Jersey which would only apply to Fintech businesses if they are carrying on certain categories of regulated financial services business.
There are no capital gains, inheritance or wealth taxes payable in Jersey.
3. Visas and Work Permits
Generally speaking, anyone who is not a UK, EEA country or Swiss national will require a work permit to work in Jersey. As a growth sector, work permits are generally approved for up to 3 years for IT specialist managers, IT business analysts, architects and senior system designers, programmers and software development professionals.
As an international finance centre, work permits are also generally approved for people in the legal and finance sectors that are professionally qualified and experienced and earning £40,000 or more per year.
Some nationalities require visas as well as work permits.
The Jersey visa requirements are the same as the UK visa requirements and generally apply to anyone who is not an EEA or Swiss national.
4. Transportation Links
Jersey is less than an hour’s flight from central London with a number of direct flights available every day all year. Regular direct flights are also available to other hubs in the UK
