» Key Corporate Features
» General Information
» Company Information
» Compliance
» Other Tax Planning Entities
» Information
Downloads
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Type
of entity: |
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Limited |
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Type
of law: |
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Common |
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Shelf
company availability: |
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Yes |
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Our
time to establish a new company: |
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1
– 5 days |
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Minimum
government fees : |
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£360 |
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Corporate
taxation: |
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0%
- 10%
(see notes)
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Double
taxation treaty access: |
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Only
UK |
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Standard
currency: |
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Any |
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Permitted
currencies: |
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Any |
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Company Limited by: |
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Shares |
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Company Limited by: |
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Guarantee |
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Company Limited by: |
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Shares and Guarantee |
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Unlimited Company Without: |
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Shares |
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Unlimited Company With: |
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Shares |
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Minimum
number of Directors: |
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1 |
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Requirement for local Director: |
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No |
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Requirement for Company Secretary: |
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Optional |
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Publicly accessible records : |
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Yes* |
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Location of meetings: |
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Anywhere |
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Minimum
number: |
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1 |
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Publicly
accessible records: |
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Optional |
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Location
of meetings: |
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Anywhere |
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Required: |
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yes |
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Requirement
to prepare: |
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Yes |
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Requirement
to file accounts: |
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No,
save in relation to taxation |
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Publicly
accessible accounts: |
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No |
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Requirement
to file annual return: |
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Yes |
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Change
in domicile permitted: |
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Yes |
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*A company can voluntarily elect to file a copy of its register of directors with the Registrar of Companies. However the Annual Return, once filed, contains director's information and is publicly accessible.
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General Information
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.
As a British Crown dependency, the ultimate responsibility for the Island's good government is vested in the Crown but by long standing convention, the UK Government does not legislate for the Island except with the specific consent of the Island's Government. More information can be found at www.gov.im.
» Population
The population of the Isle of Man is approximately 80,000.
» Political Structure
Tynwald (Parliament), legislates on all domestic matters including taxation. Tynwald consists of two branches, known as the Upper and Lower. The Legislative Council, (Upper) consists of ten Members and is elected by the lower house, Members inlcude the President of Tynwald, the Lord Bishop of Sodor and Man, HM Attorney General and HM Queen Elizabeth II. The House of Keys, (Lower) 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 governance of the Island. All legislation passed by Tynwald has to have Royal Assent before being enacted.
» Infrastructure
and Economy
There are regular daily air and ferry services to the UK and Ireland.
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 Triple “A” Ratings from Standard and Poor and Moody’s.
» Language
The official and spoken language is English.
» Currency
The Manx Pound, which is on par with the UK Pound and freely exchangeable.
» Exchange Control
None.
» Type of Law
Common Law, based on English Common Law.
» Principal Legislation
The Companies Act 2006.
Company Information
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 advice 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
English.
» Registered Office & Agent
NMV Companies must maintain a registered office and agent
in the Isle of Man.
» Shelf Companies Available
Yes.
» Time to Incorporate
One to five days, subject to name approval.
» Name Restrictions
- 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. Use of the words "Trust", "Trustees" or "Fiduciary". A name that in the opinion of the Registrar, is 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.
Full information can be found at www.gov.im/lib/docs/ded/companies/companiesreg/masternameguidanceaugust2005.pdf
» 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.
Compliance
» Classes of Shares Permitted
The Act provides that shares in aCompanies 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 destributions;
- 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.
» Taxation
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 £360.
» VAT
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.
» Directors
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 Commisson under the Isle of Man Fiduciary Services Acts 2000 or permitted to act as a corporate director by regulations made pursuant to the Act.
» Shareholders/Members
The minimum number of shareholders is one.
Is not required.
Other Tax Planning Entities
Other business entities used for international tax planning include:
- Limited Liability Companies (LLC)
- Private Limited Companies
- Guarantee Companies
- Hybrid Companies
- Partnerships
- Trusts
Further information on these alternative structures are available on request.
Information Downloads
Disclaimer
Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.
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