No longer falling within the SOUND BUSINESS POLICY definition – this is a material change to the Jersey Registry.

A Jersey Trust Company Service Provider (TCSP)

• Must act as the compliance gatekeeper for the entities it administers, ensuring that all material changes—from beneficial ownership to directorships—are reported to the JFSC Registry via myRegistry, accurately and without delay.
• Must promptly notify the Jersey Financial Services Commission (JFSC) Registry of ANY MATERIAL CHANGES to legal entities they administer.

MATERIAL CHANGES INCLUDE updates to:-

• Beneficial ownership,
• Controllers,
• Directors,
• Shareholders,
• Other associated parties.

AND IT NOW IT APPEARS

• That any company NO LONGER FALLING WITHIN THE SOUND BUSINESS POLICY [SBP] DEFINITION (ie sensitive activities falling within prior definitions of the former SBPP) requires notification to the Registry, as it is considered a material change

On this matter, the following has been circulated among Jersey compliance officers as a quote from the JFSC (highlights and underlining added by Comsure)

• "The wording, 'you may submit a Change of Activity form, ' is intended to provide flexibility for entities whose activities have changed and no longer fall within the scope of the SBP.
• While the guidance uses “may,” the expectation is that Trust Company Businesses (TCBs) and other entities should keep the Registry up to date at all times.
• Therefore:
• If your entity’s activity changes such that it no longer falls within the SBP remit, you should submit a Change of Activity form via myRegistry.
• This ensures compliance with the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 and avoids issues during inspections, as the Registry relies on accurate and current information.
• The term “may” reflect that this is not an automatic filing requirement for every review, but it becomes necessary whenever there is a material change to the nature of the entity’s activities. "

Reminder of Key Responsibilities of Jersey TCSPs

1. Updating Associated Parties

• TCSPs must inform the JFSC of changes to directors, shareholders, beneficial owners, controllers, and other associated parties.
• This ensures the Registry maintains an accurate record of who is connected to the entity.

2. Beneficial Ownership & Control

• Any change in beneficial ownership or control (e.g., new ultimate beneficial owner, change in percentage holdings) must be reported.
• These updates are critical for Jersey’s compliance with FATF and OECD transparency standards.

3. Change of Control Notifications

• If a regulated entity undergoes a change of control or ownership, TCSPs must seek regulatory approval and notify the JFSC.
• This applies to mergers, acquisitions, or restructuring that alters who ultimately controls the entity.

4. Timeliness & Accuracy

• Updates must be submitted promptly through the JFSC’s myRegistry portal.
• Providing incomplete or late information can result in regulatory breaches and potential sanctions.

5. Inspection & Supervision

• The JFSC conducts Registry Supervision Inspections to check TCSP compliance.
• Findings emphasize that while most discrepancies are minor, TCSPs must maintain strong governance and reporting practices.

Examples of Material Changes Requiring Updates

• Appointment or resignation of directors.
• Transfer or issuance of shares.
• Change in beneficial ownership (direct or indirect).
• Amendments to constitutional documents (e.g., Articles of Association).
• Change of registered office or company secretary.
• Restructuring that alters control or ownership.

Why This Matters

• Legal obligation: Failure to update can breach Jersey’s Companies Law and AML/CFT regulations.
• Transparency: Ensures Jersey remains aligned with international standards on corporate governance and anti-money laundering.
• Regulatory oversight: Enables JFSC to respond quickly to requests from law enforcement and tax authorities.

Sources:

https://www.jerseyfsc.org/registry/register-or-make-a-change/update-associated-parties/

https://www.comsuregroup.com/news/jfsc-q4-2024-registry-supervision-inspection-findings-best-practice-and-jfsc-2025-tcsp-plans/

https://www.applebyglobal.com/publications/change-of-control-of-regulated-entities-in-jersey/