Jersey sets £5m merger filing test from 1 November

Jersey has a new operative merger-notification framework from 1 NovemberJerseylaw 2026Jerseylaw.Jerseylaw A merger or acquisition needs Jersey Competition Regulatory Authority approval before execution where the aggregate turnover of the undertakings concerned is £5 million or more and the individual turnover of each of two or more of those undertakings is £2 million or more.Jerseylaw

Turnover means turnover in the preceding financial year from sales and services to customers in Jersey in the ordinary activities of the undertaking. Group turnover counts: the turnover of the undertaking plus each subsidiary, each parent, each sister subsidiary and jointly controlled undertakings, with intra-group sales stripped out and joint parents' third-party turnover split equally. For asset deals only the turnover generated from the assets being acquired counts toward the seller's figure, and goods and services tax and customs and excise duties are excluded. Where the same undertakings execute two or more mergers or acquisitions within two years, the transactions are treated as one deal on the date of the last transaction. A vendor of securities or property counts as concerned only in the asset-deal case.

Five classes of transaction are not treated as mergers or acquisitions at all: acquisitions by an office-holder in liquidation, bankruptcy or winding up; passive holdings by financial-holdings undertakings that vote only to preserve investment value and not to direct competitive conduct; acquisitions by will, inheritance or survivorship; intra-group reorganisations where all undertakings were already under common control; and temporary securities-dealer holdings where voting is solely to arrange disposal within one year, or a longer period the Authority allows where disposal within a year is not reasonably practicable.

Deals below the mandatory thresholds are not automatically free: the Authority may call in any merger to which the mandatory duty does not applyJerseylaw and require an approval application. It must notify every undertaking concerned in writing, with a submission date, no more than 30 working days after the earliest ofJerseylaw first public announcement, the Authority learning of the deal, and six months after the merger agreement becomes effective. Saturdays, Sundays, Christmas Day, Good Friday and Jersey public or bank holidays do not count.

Applications pending under the 2010 Order that the Authority had not determined by commencement carry over as mandatory-approval applications. Executing a notifiable merger without approval means share title in a Jersey company party and title to Jersey property do not pass.

Legal basis: Competition (Jersey) Law 2005, arts. 20-22A; Competition (Mergers and Acquisitions) (Jersey) Order 2026, arts. 2-6 and 8.