The Isle of Man has a well-developed offshore company regime, however the term ‘offshore’ is not used in Isle of Man legislation or in describing company forms. The following types of companies may be registered in Isle of Man:
- Companies formed under the Companies Acts 1931 to 2004.
- Companies formed under the Companies Act 2006
- Limited Liability Companies
- Limited Partnerships
The Isle of Man Companies Act 2006 came into force on 1 November 2006 and introduced a simplified corporate vehicle into Isle of Man law. The Act is a standalone piece of legislation and 2006 Act Companies co-exist with present and future companies incorporated under the existing Isle of Man Companies Acts 1931 – 2004.
LEGAL FORM
A duly incorporated limited liability company constitutes a separate legal entity and may sue and can be sued in its own name. 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 by guarantee;
- an unlimited company without shares; or
- an unlimited company with shares.
By far the most usual form that businessmen and/or corporations prefer is the private company limited by shares.
NAME OF THE COMPANY
If a 2006 Act Company is formed as a company limited by shares, a company limited by guarantee or a company limited by shares and by guarantee, it can have “Incorporated”, “Inc.”, “Corporation” or “Corp” as the last word of its name, in addition to the traditional “Limited”, “Ltd”, “Public Limited Company” or “PLC”. There is no distinction between private and public companies and no distinction between designations; can be “Limited”, “Ltd”, “Incorporated”, “Inc.” etc.
Isle of Man companies can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society or any other words deemed sensitive or offensive. Special consent is required for names such as European or International. The company name is subject to Registry approval.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in the Isle of Man by application made to the Registrar of Companies. Memorandum and Articles of Association, statement of location of Registered Office and details of the first directors and shareholders must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specifies the rules governing the internal management of the company.
SHAREHOLDERS
A minimum of one shareholder is required which may be an individual or a corporate body. There is no restriction on the nationality or residency of the shareholders. The maximum number of shareholders is unlimited. Details of the shareholders must be filed and appear on the public file, but anonymity can be preserved by the use of nominee shareholders.
SHARES
The company shares may be convertible, common or ordinary. Shares may be issued with or without a par value. Bearer shares or treasury shares are not permitted.
Directors may redenominate shares in other currency or consolidate/divide shares. There is no specific minimum capital requirement. Share capital is usually GBP2000. The maximum capital duty payable is GBP£5000. The minimum issued capital is one share of par value.
DIRECTORS
Isle of Man Company requires a minimum of one director, which may be an individual or a body corporate. A body corporate is only eligible to act as a corporate director if it is the holder of an appropriate licence issued by the Isle of Man Financial Supervision Commission under the Financial Services Acts 2008; or permitted to act as a corporate director by regulations made pursuant to the Act.
The full name, nationality, residential address and occupation together with copy of the passport are required. Details of the directors appear on the public file but anonymity can be preserved by the use of nominee directors. There is no requirement to have resident directors. It is important to note that most companies would have local resident directors to ensure and clearly demonstrate that the control and management of the company takes place in the Isle of Man.
REGISTERED OFFICE AND SECRETARY
Every company, registered in Isle of Man is required to have a registered office and address in Isle of Man, which should be notified to the Registry.
Isle of Man registered companies must have at all times a registered agent in the Isle of Man, who is a holder of an appropriate fiduciary license. The companies formed under the Companies Act 2006 are not required to have a company secretary.
MEETINGS
The Companies Act 2006 require a Limited Company to hold an annual general meeting. A meeting of the members, directors and officials of the company can be held anywhere.
TIME NEEDED FOR FORMATION
Usually it is up to 7 working days.