Jurisdiction(s):
United Kingdom

Key definition

Directors definition

What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...

Jersey Foundations: Statutory Framework, Formation and Documentation, Governance, Regulatory Compliance, Firewall Provisions, Continuance/Merger, Winding-up, Taxation and Case Law

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Practice notes

For broader details on Jersey, refer to Spitz & Clarke Offshore Service: Jersey [JER.1].

What is a Jersey foundation?

The foundation is a civil law construct and a statutory creature under Jersey law, brought in by the Foundations (Jersey) Law 2009 (Law). Best thought of as a hybrid, it combines company-like features with purposes akin to a trust. As with a company, it has separate legal personality and a council that manages its affairs, functioning much like a board of Directors. However, it has no shareholders, and unlike a trust there are no beneficiaries with rights in the foundation’s assets or owed any Fiduciary duty. Accordingly, a foundation has no owners and is viewed as an ‘orphan entity’.

Use of foundations

A Jersey foundation can be employed for almost any lawful purpose, save for two exceptions rooted in Jersey’s public policy and jurisprudence. Typical applications include:

Asset protection/succession planning Families aiming to ring‑fence particular assets or to sidestep Forced Heirship rules, while setting out how family wealth should be distributed...

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Mr David Dorgan

David Dorgan has over twenty years of legal experience and has established himself as one of the leading lawyers in Jersey uniquely combining strengths in private client and trusts, corporate and finance work. He has a significant specialism in private and commercial trusts and foundations, focusing on providing technical advice on their establishment and on-going administration which is tailored for the practical and commercial requirements of clients. He has extensive experience of drafting bespoke and complex trust instruments and foundation regulations for high and ultra-high net worth individuals and families, preparing bespoke will trusts and providing documentation for SPV, philanthropy, charitable and non-charitable purposes. He is a regular contributor of articles on trusts and foundations issues in the professional press and is the co-author of the ICSA Guide to Jersey Foundations. David also has considerable experience in corporate and finance matters, in...

Web page updated on 21/05/2026

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