UK director disqualification sanctions
1. On 14 May 2024 the UK updated its sanctions legislation through the Sanctions (EU Exit) (Miscellaneous Amendments) Regulations 2024 and the Sanctions (EU Exit) (Miscellaneous Amendments and Revocations) Regulations 2024 (the 'UK Regulations') to include director disqualification provisions.
2. As a result of the UK Regulations, a person (natural or legal) who is designated for the purpose of UK director disqualification sanctions ('DD Sanctions') will be prohibited from acting as a director of a UK company or directly or indirectly taking part in or being concerned in the promotion, formation or management of a UK company.
3. Companies House is responsible for preventing such persons from registering as the director of a UK company, and any person who is the director of a UK company at the time of DD Sanctions designation will be automatically disqualified in accordance with the Company Directors Disqualification Act 1986 and the Company Directors Disqualification (Northern Ireland) Order 2002.
4. Please note that no DD Sanctions designations have yet been made under any UK sanctions regime.
Director disqualification sanctions in Jersey
5. These new UK provisions do not have automatic effect in Jersey and legislative change is required to implement them.
6. To give effect to any UK DD Sanctions designations in Jersey, on 20 February 2025, the Minister for External Relations (the 'Minister') made the Sanctions and Asset-Freezing (Implementation of External Sanctions – Director Disqualification) (Jersey) Amendment Order 2025 (the 'Amendment Order').
7. The Amendment Order amends the Sanctions and Asset-Freezing (Implementation of External Sanctions) (Jersey) Order 2021 (the 'Sanctions Order') to provide that, unless authorised by a licence, it will be an offence for a person subject to DD Sanctions to:
- act as a director of a Jersey company, or
- directly or indirectly take part in or be concerned in the promotion, formation or management of a Jersey company;
- act as a manager of a Jersey limited liability company, or
- directly or indirectly take part in or be concerned in the promotion, formation or management of a Jersey limited liability company.
For the purposes of the Amendment Order, “company" has the meaning given in Article 1(1) of the Companies (Jersey) Law 1991; and “limited liability company" means a limited liability company registered under the Limited Liability Companies (Jersey) Law 2018.
8. However, the Amendment Order does not provide for the automatic disqualification of directors subject to DD Sanctions designations. This would require an amendment to Jersey's primary legislation to implement. This is under consideration.
9. The Amendment Order comes into force on 27 February 2025.
Jersey general licence (director disqualification)
10. As highlighted above, the Amendment Order does not provide for the automatic disqualification of acting directors who become subject to DD Sanctions.
11. The Minister intends to issue a Jersey General Licence that will authorise acting company directors or the managers of limited liability companies who become subject to DD Sanctions designation to remain in place and to carry out specified and limited activity under licence.
12. Authorised activities will be limited to those required in connection with the discharge of, or compliance with, Jersey or UK statutory or regulatory requirements. Persons carrying out any authorised activity under the licence will be required to report it to the Minister.
13. The Jersey General Licence will be issued on 27 February 2025 to coincide with the coming into force of the Amendment Order.
Designations under the new measure
14. As set out above, no designations in respect of DD Sanctions have yet been made under any UK sanctions regimes. Once the Amendment Order comes into force, any future designations will apply automatically and immediately in Jersey and an update will be published on the Jersey Gazette.
Further information
15. The UK Sanctions List on GOV.UK provides an up-to-date list of which individuals, entities and ships are designated or specified under UK sanctions regulations made under the UK Sanctions and Anti-Money Laundering Act 2018, and why.
16. Details of the UK sanctions regulations by regime are available at: Financial sanctions targets by regime.
17. Further information on sanctions can be found on the Government of Jersey and Jersey Financial Services Commission (JFSC) websites.
18. Jersey guidance on sanctions by regime is available at: JFSC Sanctions by country and category.
Enquiries
19. Non-media enquiries, sanctions compliance reporting, and licence applications should be addressed to the Financial Sanctions Implementation Unit at sanctions@gov.je.
gov.je