In our Commercial Litigation work, we increasingly are dealing with entities which are based in Jersey or Guernsey and this article is in respect of service of Notice on such entities and the issues that can arise where a landlord or a tenant are not based within the jurisdiction of England and Wales.
The Bailiwick of Jersey and Bailiwick of Guernsey have a very different constitutional background to that of England and Wales. They are not part of the UK. They were never part of the European Union. The islands are known as British Isles (not Great Britain and Northern Island). Citizens of Jersey and Guernsey are however British Citizens.
Jersey and Guernsey have their own taxation system, the UK taxation system does not apply to them. At present, the Income Tax Rate in Jersey and Guernsey is 0% with some minor exceptions for rental income derived from a property in Jersey or Guernsey which is at 20%.
An off the shelf company can be bought in either jurisdiction and it must have a registered office and a registered agent on the island.
In Guernsey, there is no need for a secretary, just one director and one shareholder, and there is no public disclosure of the ultimate beneficial owner of such companies.
Under the Companies (Guernsey) Law 2008, there is a Registrar of Companies and a company can be either cellular or non-cellular. This is a concept not known in English Law and enables a company within its accounts to have protected cells within its capital to segregate such assets from liability of the company generally.
It is firstly essential to establish the nature of the company one is dealing with, and to obtain an up to date company search. Both Jersey and Guernsey have their own company registries which can be searched online to verify the existence of a company and its registered office.
Under Section 196 Law of Property Act 1925, provision is made as to how property notices can be served and the default position is that they must be served at their registered office by ordinary first class post and/or recorded delivery (Recorded Delivery Act 1962), although specific lease provisions can alter this service requirement.
Having established service required within a lease, it is possible to send from England and Wales a recorded delivery Notice to an address in Jersey or Guernsey, which will be deemed to be served in accordance with the terms of the lease, frequently next day after posting is deemed date of service, but again the lease can vary this.
In every case where a Notice is required to be served, and these are frequently Notices served pursuant to a lease and typically will be Section 25 Notices, Section 26 Notices or Section 27 Notices, proper research does need to be carried out to verify precise details of the entity to be served and the correct service address in accordance with the lease. Frequently, Notices are served incorrectly because the preparatory work to service is not done.
Pinney Talfourd act for tenants nationwide and have experience of service of all types of notice relating to commercial leases. For advice, please contact Stephen Eccles, Partner and Head of our Property Litigation Department.
The above is meant to be only advice and is correct as of the time of posting. This article was written by Stephen Eccles, Partner in the Property Litigation team at Pinney Talfourd LLP Solicitors. The contents of this article are for the purposes of general awareness only. They do not purport to constitute legal or professional advice. Specific legal advice should be taken on each individual matter. This article is based on the law as of March 2023.