The Isle of Man lies in the Irish Sea, between Great Britain and Ireland and is a unique self- governing kingdom; a British Crown dependency which does not belong either to the UK or the European Union.
The legal system is based on English common law and Manx statute and as such there are recognisable business types namely: the Private Company Limited by shares, Company Limited by Guarantee, Public Company Limited by shares, General and Limited Partnerships and Sole Proprietor and Trusts. In addition there are useful formations for offshore operations namely: the Exempt Private Company which provides exemption from income tax to a private owned by non residents; the international company, which is very similar to the exempt private company in structure but company may be useful where it is necessary to show that a certain minimum level of tax has been paid in order to gain relief from taxation in another country.
The International Limited Partnership, the non resident Limited Liability Company and the Trust are also vehicles used by the overseas investor.
ISLE OF MAN COMPANIES INCORPORATED UNDER COMPANIES ACT 2006
The Isle of Man Companies Act 2006 (the Act) came into force on 1 November 2006, providing a simplified corporate vehicle. Companies incorporated under this Act follow the familiar international business company model found in many offshore jurisdictions. The Act holds no surprises, but dispenses with a number of the traditional company law formalities.
Largely, the Act is a stand alone piece of legislation and 2006 Act companies co-exist with companies incorporated under the Isle of Man Companies Act 1931 to 2004 (1931 Act of Companies).
Some key features of 2006 Act companies include:
- No requirement for authorised share capital
- No capital maintenance requirements ( subject to satisfaction of a solvency test)
- No prohibition of financial assistance
- Reduces compulsory registry filing and less prescriptive accountancy requirements
- No distinction between public and private and simplified offering document requirements
- Ability to have single directors and corporate directors (restrictions apply)
- No requirement to hold AGM’s
- Ability to transfer domicile, re-register, merger and consolidate.
(a) Types of company available
A 2006 Act Company is a legal entity in its own right, separate from its members and continues in existence until it is dissolved, in much the same way as a 1931 Act company.
A 2006 Act Company can be incorporated, registered or continued under the Act as:
- A company limited by shares
- A company limited by guarantee
- A company limited by shares and guarantee
- An unlimited company without shares
- An unlimited company with shares
(b) Incorporation of 2006 Act companies
Every 2006 Act company is required to have a registered office address and a registered agent in the Isle of Man.
The registered agent must hold an appropriate fiduciary licence granted by the Isle of Man Financial Supervision Commission. This requirement ensures that there is a licenced professional on the Isle of Man, overseeing the administration of the Company. Only registered agents are permitted to incorporate 2006 Act companies by submitting to the Registrar of Companies (the “Registrar” ) the proposed Memorandum of Association (Articles of Association are only required to be submitted to the Registrar if they differ from the prescribed model articles). On receipt, the Registrar will register the company documents, allot a registration number and issue a certificate of incorporation.
If a 2006 Act company is formed as a company limited shares or by guarantee, or by shares and guarantee, it can have “Incorporated”, “Inc”, “Corporation” or “Corp” as the last word of its name in addition to the traditional “Limited” or “Public Limited Company” (“PLC”). In addition, foreign character names are permitted under the Act.
Unlike a 1931 Act Company, a 2006 Act Company is permitted to have a single director which may be an individual or a corporate entity. A body corporate is only eligible to act as a corporate director if it (or another corporate entity of which it is a subsidiary) is:
- The holder of an appropriate fiduciary licence, or
- Permitted to act as a corporate director by regulations made under the Act.
The Act permits single member companies
(e) Accounting Records
The Act simply requires a company to keep reliable accounting records.