Isle of Man Company
|Key Corporate Features|
|Type of Company||Hybrid|
|Minimum Number of Members||1|
|Location of members meetings||Everywhere|
|Minimum Number of Directors||2|
|Local director required||No|
|Location of directors meetings||Everywhere|
|Corporate directors permitted||NO|
|Registered Address of the company||Yes|
|Company secretary required||Yes|
|Local / qualified company secretary required|
|Minimum paid up share capital||GBP 1|
|Standard Authorized Capital||GBP 2.000|
|Requirement to prepare accounts||Yes|
|Requirement to prepare audited accounts||Yes, some exceptions|
|Requirement to file accounts||No|
|Requirement to file Annual Return||Yes|
|Minimum Annual Tax / Licence Fee||GBP 380|
|Change in domicile permitted||Yes|
|Publicy accessible records|
The Isle of Man, situated in the centre of the British Isles, is an internally self-governing dependent territory of the British Crown which is not and never has been part of the United Kingdom. It is however, part of the British Isles. Tynwald, the Island’s 1,000 year old Parliament, makes its own laws and oversees all internal administration, fiscal and social policies. External issues, such as foreign representation and defence, are administered on the Island’s behalf by the UK Government and the Island makes an annual payment for these services.
The population of the Isle of Man is approximately 85,000.
The Isle of Man is an independant country, constitutionally an internally self-governing dependant territory of the British Crown; the UK Goverment does not legislate for the Island except with the specific consent of the Uslnad’s Goverment.
Tynwald Parliament legislates on all domestic matters including taxation. Tynwald consists of two houses; the Legislative Council, which consists of eight Members, elected by the lower house, The House of Keys, and the Bishop and Attorney General, neither of whom has voting rights. The House of Keys has twenty-four Members who are elected and serve a five-year term. HM Queen Elizabeth II holds the title Lord of Man, and is ultimately responsible for the government of the Island, and all legislation passed by Tynwald has to have Royal Assent before being enacted.
The Isle of Man is not a full member of the European Union but it falls within the EU common customs area and the EU common external tariff. The Island’s realtionship with the UK is governed by Protocol 3 in the UK’s Accession which means that the Island is part of the customs territory of the community and not regarded asa third party for customs purposes.
Infrastructure and Economy
The economy is in its 26th year of growth the key sectors being financial services and professional services, Banking generates around one quarter of the Island’s gross domestic product.
In the last few years new economic activities have been developed, such as aircraft registration and most significantly, e-gaming and other areas of e-commerce due to an infrastructure of world-class telecommunications and services which cater for the full range of modern corporate voice and data communication requirements.
The Isle of Man has been awarded an AA+ Ratings from Standard and Poor and Moody’s.
The official and spoken language is English.
The Manx Pound, which is on par with the UK Pound and freely exchangeable.
Type of Law
Common Law, based on English Common Law.
Principal Corporate Legislation
The Companies Act 2006.
An NMV can be incorporate, 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
Procedure to Incorporate
Submission of Memorandum and Articles of Association and advise of the situation of the Registered Office and Licensed Registered Agent.
Restrictions on Trading
NMV Companies are not permitted to:
- Undertake banking or insurance activities without a licence.
- Undertake investment business other than the investment of the company’s own assets activities without a licence.
- Solicit funds from the public nor offer their shares or membership to the public activities without a licence.
Powers of Company
An Isle of Man company has all the powers of a natural person.
Language of Legislation and Corporate Documents
Registered Office & Agent
NMV Companies must maintain a registered office and agent in the Isle of Man.
Shelf Companies Available
Time to Incorporate
One to five days, subject to name approval.
- A name that is similar to or identical to an existing company.
- A name that is known to exist elsewhere.
- A name that implies illegal activities. A name that implies royal or government patronage.
- The Financial Services Act 2008 (FSA) prohibits the use of words that imply that a person or company is a trust services provider unless the person or company holds, or has applied for the relevant license.
- A name that in the opinion of the Registrar, is an offensive or, for any other reason, objectionable.
- Use of the word “Group” will only be approved if the company can provide documentary evidence that the company owns a group of companies.
- Use of the word “Holdings” will only be approved if the Company can provide documentary evidence that it holds 51% or more of an underlying company within six months of the incorporation date.
Language of Name
Names can be expressed in any language using the Latin alphabet, if the Registrar of Companies is in receipt of an English translation and the name is not considered undesirable.
Names Requiring Consent or Licence
The following names or their derivatives require consent or a licence: bank, building society, savings, loans, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, trust, municipal and finance or their foreign-language equivalents.
Suffixes to Denote Limited Liability
NMV Companies must utilise Limited. Corporation, Incorporated, Public Limited Company or their abbreviation. Foreign character names will be permitted subject to approval by the Registrar.
The name of an unlimited company may (but need not) end with the word “Unlimited” or the abbreviation “Unltd”.
The name of a protected cell company shall include one of the following phrases:
- “Protected Cell Company” or “protected cell company”; or
- “PCC” or “pcc”
Disclosure of Beneficial Ownership to Authorities
The company can voluntarily elect to file a copy of its register of members with the Registrar of Companies, if the company makes such an election the registers will be a matter of public record. Alternatively the identity of the beneficial owners of the Isle of Man Company may remain confidential if corporate shareholders are engaged to act as the shareholder on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.
Classes of Shares Permitted
The Act provides that shares in a Company may (without limitation):
- Be convertible, common ordinary;
- Be redeemable at the option of the shareholder or the company or either of them;
- Confer preferential rights to distributions;
- Confer special, limited or conditional rights, including voting rights;
- Entitle participation only in certain assets.
In additional, subject to any contrary provisions in a company’s memorandum or articles of association, a NMV is able to:
- Issue bonus shares and nil or partly paid shares;
- Issue shares with or without a par value;
- Issue shares in any currency (if the shares have a par value)
- Issue shares numbered or unnumbered; and/or
- Issue fractional shares.
As with 1931 Act Companies, bearer shares are not permitted.
With effect from 6th April, 2006 Private Limited Companies normally pay income tax at 0% and there is no withholding tax on payments of dividends to shareholders.
Companies that are in the business of banking, insurance or are connected with the business of Isle of man property pay corporation tax at a rate of 10% and a withholding tax at the same rate is imposed if the dividend is paid to a non resident individual or corporate body.
NMV Companies pay an annual charge of £380.
NMV Companies may be registered for VAT purposes and the VAT prefix will be “GB” which is recognised in Europe.
Double Taxation Agreements
Apart from a limited treaty with the United Kingdom, the Isle of Man is not party to any double tax treaties.
Financial Statements Required
Whilst there is no requirement to file audited financial statements with the authorities, it is important to note that a company is required to keep reliable accounting records, which:
- Correctly explain the transactions of the NMV
- Enable the financial position of the NMV to be determined with reasonable accuracy at any time, and;
- Allow financial statements to be prepared
Accounting records must be kept at the office of the registered agent in the Isle of Man such as to disclose with reasonable accuracy the financial position of the business in question at intervals not exceeding 6 months. Failure to maintain accounts or make them available for inspection at a company’s registered office is an offence punishable by imprisonment or a fine. The Assessor of Income Tax reserves the right to call in the financial records for inspection.
The minimum number of directors is one; they may be of any nationality or residence. Bodies corporate may be eligible to act as a director if it, or another body corporation of which it is a subsidiary, is the holder of an appropriate licence issued by the Isle of Man Financial Supervision Commission under the Isle of Man Fiduciary Services Acts 2000 or permitted to act as a corporate director by regulations made pursuant to the Act.
Is not required.
The minimum number of shareholders is one.
- Company names search in Samoa company registry
- Document preparation
- Certificate of incorporation
- Government fees
- Isla of Man registered agent
- Isla of Man registered office
- Registrar of shareholders, director and members
- Memorandum & Articles of Association
- Resolution to Open Bank Account