Jersey structures for real estate investment: what the 2026 Companies Law amendments mean for sponsors

In this article, Gavin Carruthers and Jake Le Brocq look at how the evolution of the Jersey Private Fund (JPF) regime and forthcoming amendments to the Companies (Jersey) Law 1991 enhance governance, structuring flexibility and exit readiness for real estate investors.

Capital deployment, governance and exit readiness were key themes at MIPIM 2026. In a market shaped by higher financing costs and evolving capital partnerships, real estate sponsors are increasingly focused on structuring flexibility throughout the investment lifecycle.

Against this backdrop, Jersey remains a well-established platform for international real estate investment. Its corporate and regulatory framework, including the Companies (Jersey) Law 1991 and the Jersey Private Fund (JPF) regime, combines regulatory credibility with practical structuring flexibility.

Amendments to the Companies (Jersey) Law 1991, expected to take effect in June 2026, will further enhance this framework and expand the structuring options available to sponsors deploying real estate capital across borders.

The Jersey structuring toolkit for real estate investment

Real estate structures commonly combine a regulated fund vehicle with flexible asset-level holding entities. Jersey’s framework supports this approach by allowing managers to combine the JPF regime with Jersey corporate vehicles used as holding companies or special purpose vehicles (SPVs).

The JPF has become a preferred vehicle for raising capital into single-asset, club and programme-based strategies. The removal of the 50-investor cap in 2025 further enhanced its appeal for managers raising capital and the regime is widely used for private real estate strategies because it offers:

• rapid regulatory approval, typically within 24 hours
• proportionate regulation focused on professional investors, making JPFs cost-effective to establish and operate
• flexibility around capital commitments and distribution waterfalls
• regulatory certainty for institutional and international investors

In many structures, a JPF sits at the top of the structure, with Jersey companies beneath holding underlying property assets or joint venture interests. This aligns an investment vehicle in a well-regulated jurisdiction with corporate flexibility at asset level, allowing sponsors to structure joint ventures, financing arrangements and capital participation efficiently.

For example, a value-add real estate strategy may establish a JPF as the fund vehicle, with Jersey SPVs holding individual assets or joint venture interests. Investors benefit from an investment vehicle administered by a regulated provider, while sponsors retain flexibility at asset level for financing, governance and exit.

Structuring real estate across the investment lifecycle

Real estate investments typically move through four phases: acquisition, development, stabilisation and disposal. Over this period, capital partners may change, joint venture terms may evolve, and debt structures may be introduced or refinanced.

A corporate framework that accommodates these developments can materially influence transaction efficiency and investor outcomes.

Acquisition and platform structuring

At the acquisition stage, clarity around governance, shareholder rights and capital arrangements is essential. Sponsors may establish single-asset SPVs, multi-asset holding platforms or co-investment structures combining preferred equity, joint venture capital and senior debt.

Jersey companies are frequently used as holding entities above UK and European property-owning vehicles, providing a stable and tax-neutral corporate centre. Where capital is raised from a defined group of professional investors, a JPF can sit above these holding structures as a proportionate regulatory wrapper.

Development, governance and risk oversight

During development phases, governance and oversight become particularly important. Director-led decision-making, disciplined cash management and robust risk processes help ensure development risk is appropriately managed, particularly where multiple capital partners are involved.

A well-governed Jersey vehicle can also provide substance in the jurisdiction, supporting operational delivery and investor confidence. This can be particularly relevant where development risk needs to be ring-fenced within a wider holding platform.

Stabilisation, refinancing and exit

Once assets stabilise, the focus shifts to accounting, investor reporting, tax compliance and regulatory oversight where applicable. Institutional investors and international families expect transparency and consistency during this phase.

Structures must also remain flexible enough to accommodate refinancing, recapitalisation or changes in ownership. At exit, sponsors may prepare assets for sale through share transfers, corporate reorganisations or platform disposals. A clear and adaptable corporate framework can significantly streamline these processes.

What the 2026 Companies Law amendments add

The forthcoming amendments to the Companies (Jersey) Law 1991 further enhance the flexibility of Jersey corporate vehicles used in real estate structures.

Key refinements include:

• removal of the 30-shareholder cap for private companies
• greater flexibility when restructuring company share capital
• the ability to contribute assets to a company without issuing shares
• simplified procedures for redeeming or buying back shares for nil consideration

For sponsors and their advisers, these changes increase structuring flexibility when designing preferred equity arrangements, ratchet mechanisms and staged capital contributions. They can also simplify intra-group reorganisations and pre-sale restructuring ahead of refinancing or exit.

In practical terms, the amendments allow managers to adapt corporate structures more efficiently as investments evolve, while maintaining the governance standards expected by institutional investors.

Jersey’s role in international real estate investment

As capital structures become increasingly sophisticated, sponsors and investors continue to favour jurisdictions that combine legal certainty with practical structuring flexibility.

Jersey’s corporate and regulatory framework reinforces the jurisdiction’s position as a stable and internationally recognised platform for cross-border real estate investment.

Together, these frameworks support real estate capital throughout the investment lifecycle, from fund formation and acquisition through to refinancing and exit.

Independent Jersey corporate and fund services for real estate structures

As an independent provider, our Jersey corporate and funds team works with sponsors and their advisers from formation and domiciliation through to operational management and disposal.

Our director-led approach ensures governance, reporting and compliance remain aligned with the commercial realities of the underlying assets. We support both standalone Jersey companies and JPF structures, working with investment managers, asset managers and institutional investors across international real estate markets.

For further information on how Jersey structures can support your real estate investment strategy, please contact Jake or Gavin.

Please note that this article is intended to provide a general overview of the matters to which it relates. It is not intended as professional advice and should not be relied upon as such. Any engagement in respect of our professional services is subject to our standard terms and conditions of business and the provision of all necessary due diligence. © Praxis 2026