Shareholders Agreement Jersey

13 The Jersey courts had no reason to consider when a relevant shareholders` agreement or external document must be submitted to the Jersey Companies Registry, in accordance with the relevant provisions of the CJL. However, in the case of Consolidated Resources Armenia v Global Gold Consolidated Resources Ltd[5] in 2015, the Jersey Court of Appeal concluded in a commentary: shareholder agreements govern the relationship between the owners of a company. They determine the rights of the owners and their obligations to each other. No business should be without a business. Our lawyers have decades of experience in designing partner contracts that protect our clients` rights. It`s important to not only have an agreement that works for the company when it`s new. As businesses grow and evolve, it is important that their government agreement evolves with them in order to respond to the new reality. 78 The second exception to the foregoing is that there is a serious concern that the scope of a reference to an external document will render the articles dangerous or insignificant on a fundamental level (even taking into account the possibility of presenting relevant external documents as evidence in the interpretation of a company`s articles as discussed above). In such circumstances, account should be taken of the public interest recital according to which the parties to the legal contract established by the Articles should have access to its conditions and, in certain circumstances, it may be appropriate to conclude that the document (or at least the relevant provisions thereof) should be annexed to the Articles submitted.

However, in most cases where such a request may arise, shareholders will be able to determine the terms of the external document to which reference is made, either because it is publicly available (for example. B if it is a reference to a statute), or because they are parties (for example. B a shareholders` agreement). Consequently, the public interest recital, which requires the obligation to enter that document in the public register so that the parties to the legal contract established by the statutes are aware of its conditions, will not benefit from it. For example, a situation in which this may not be the case is that some (but not all) shareholders of a publicly traded company are parties to a relationship agreement whose terms are included in a company`s articles of association that could make the articles dangerous or insignificant in some fundamental respect, and that agreement (or the so-called terms) is not publicly available elsewhere. The advantages of using a Jersey company in terms of corporate law and tax treatment are extremely broad, but usually include a separate legal identity, limited liability for shareholders, a simple transfer of ownership and tax status. The Companies Act allows the issuance of capital in each currency and the issuance of shares with no par value or no par value in different classes, including shares to be exchanged. Company law also allows for the creation of guarantee companies, unlimited companies and protected cell companies (the latter offer particular flexibility for investments). 73 If the practice summarised above is followed, jersey counsel may duly inform its client that the shareholders` agreement is not a document to be submitted to the commercial register in accordance with the CJL. 56 To the extent that there are differences between the CJL and the English Companies Acts, those differences are generally not material in the current context and, to the extent that they are substantive, the provisions of the CJL are generally less onerous than the corresponding provisions of the English Companies Acts. . .

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