Jersey narrows private-offer cap to 50 in Jersey

Jersey companies making private offers of securities must now apply a narrowed private-offer boundary, and a restated prospectus-circulation rule, under two Orders made on 23 September 2026Jerseylaw and in force from 30 September 2026: the Companies Law (Jersey) Amendment Order 2026 (R&O.98/2026)Jerseylaw and the Companies (General Provisions) (Jersey) Amendment Order 2026 (R&O.99/2026)Jerseylaw.

The private-offer cap in the Companies (Jersey) Law 1991 now turns only on the Jersey headcountJerseylaw. An invitation is outside the definition of "prospectus" — and so outside the prospectus regime — where, among other exclusions, the number of persons (other than qualified investors and professional investors) to whom the invitation is addressed does not exceed 50 in JerseyJerseylaw. The former words "and 150 elsewhere" have been deleted from Article 1(1)(b)Jerseylaw. An offer addressed to more than 50 non-exempt persons in Jersey is therefore an invitation to the public regardless of how few addressees sit elsewhereJerseylaw, while the remaining exclusions — qualified investors, professional investors, the EUR 100,000 minimum consideration and the other limbs of the definition — continue to operate as beforeJerseylaw.

Under the second Order, Article 5(1) of the Companies (General Provisions) (Jersey) Order 2002 has been substitutedJerseylaw. A person must not circulate a prospectus in Jersey unless the paragraph (2) conditions are metJerseylaw: the prospectus contains the Part 1 information and Part 2 statementsJerseylaw, the signed copy with reports and required particulars is delivered to the registrarJerseylaw, and the registrar consents to circulationJerseylaw. The substituted paragraph drops the old freestanding prohibitions on a company circulating a prospectus outside Jersey or procuring such circulationJerseylaw, leaving a single Jersey-circulation prohibition subject to paragraph (3)Jerseylaw.

For any live or planned private offer, only non-exempt addressees in Jersey count against the 50-person ceilingJerseylaw, and a prospectus circulated in Jersey needs the paragraph (2) registrar filing and consent steps (subject to the paragraph (3) exceptions)Jerseylaw. An invitation that relied on the old 150-elsewhere limb to stay outside the prospectus definition no longer has that limb to rely onJerseylaw.

Legal basis: Companies Law (Jersey) Amendment Order 2026 (R&O.98/2026) amending Article 1 of the Companies (Jersey) Law 1991, and Companies (General Provisions) (Jersey) Amendment Order 2026 (R&O.99/2026) substituting Article 5(1) of the Companies (General Provisions) (Jersey) Order 2002Jerseylaw, both in force 30 September 2026Jerseylaw.