Using Jersey companies and JPFs for international real estate investment: what the 2026 Companies Law amendments mean for sponsors

In this article, Gavin Carruthers and Jake Le Brocq examine how recent developments to the Jersey Private Fund (JPF) regime and the Companies (Jersey) Law 1991 have expanded the structuring options available to international real estate investors.

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, which took effect from 1 June 2026, 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 an increasingly popular 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 by allowing managers to accommodate larger institutional investor groups without moving to a more heavily regulated fund regime. 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 Jersey real estate investment vehicles 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.

The ability to adapt corporate structures efficiently throughout these phases can materially improve transaction execution, governance 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, internationally recognised corporate platform with a well-established tax-neutral framework. 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 demonstrate genuine management and control in the jurisdiction where appropriate, supporting operational delivery and investor confidence. This can be particularly relevant where development risk needs to be ring-fenced within a wider holding platform.

Increasingly, investors evaluate governance alongside investment performance, making robust board oversight and clearly defined decision-making processes important differentiators during fundraising and due diligence.

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.

How the 2026 Companies Law amendments strengthen Jersey structures

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

The changes include:

• removal of the 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

Collectively, the reforms reduce unnecessary administrative friction while preserving the governance standards that international investors expect from Jersey structures.

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 enable sponsors to adapt corporate structures more efficiently as investments evolve, whether accommodating new investors, implementing incentive arrangements, restructuring ownership or preparing assets for refinancing or exit, while maintaining the governance standards expected by institutional investors.

Why Jersey remains a leading jurisdiction for 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.

For sponsors seeking to raise capital efficiently, manage increasingly sophisticated investment structures and retain optionality throughout the asset lifecycle, Jersey continues to offer one of the most adaptable corporate and fund frameworks available for cross-border real estate investment.

As the market continues to evolve, that combination of regulatory certainty, corporate flexibility and experienced local administration is likely to remain an important consideration for sponsors and institutional investors alike.

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. This insight was developed with the support of AI tools, with analysis, interpretation and final editorial decisions made by our team. © Praxis 2026