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International Business
Companies
Isle of Man does not have
IBC. There are tree basic types of Isle of Man Company.
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An Isle of Man resident company
which is to all intents and purposes resident in the Isle of Man for income
tax and pays tax at a rate of 20% on its world-wide profits.
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There is the exempt company.
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There is an Isle of Man non-resident
company whereby management and control of the company is exercised out
with the Isle of Man.**
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What is an Exempt Company?
The essence of this type
of Company is that exemption from liability for Income Tax in the Isle
of Man is granted on the understanding that income generated by the company
is derived from sources outside the Island and also for owners who reside
outside the Island as well. Therefore, in licu of being assessed for Isle
of Man income tax, an exempt Company pays a flat fee of £300 Sterling,
irrespective of the level of profits generated. It should be noted that
this fee is not pro rated depending on the time of year the application
is made.
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What Exempt Company can’t
do?
An Exempt company may not
be a public company, and may not engage in trade or business in the Isle
of Man, nor may it carry out any banking, deposit taking, insurance or
other licensable activity in the Isle of Man or elsewhere. No resident
of the Isle of Man is allowed any interest in an Exempt company.
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Are non-resident companies
exempt from tax?
Non-resident Company has
to pay £660 per annum. These payments are in lieu of tax.
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What are some of the benefits
the shareholders obtain from an IBC?
INCORPORATION OF
AN IBC
Most offshore investors using
the Isle of Man prefer the private limited company formed with share capital
because there are no restrictions on share transfer, bearer shares can
be issued, names of beneficial owners do not have to be disclosed in most
cases, and accounts do not have to be filed at the general Registry or
presented9 at the annual meeting. Capital structure in the Isle of Man
is extremely flexible: a private or public company can be limited by shares;
by guarantee; or by shares and guarantee (a hybrid entity in which members
do not have to be share holders but are elected to membership). This hybrid
is often used for timesharing in vacation homes and can also be useful
for trusts and in tax planning. A company formed with share capital may
also be formed with unlimited liability.
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How long does it take to
confirm a corporate name?
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Approval of a company name must
be obtained in advance from the Registrar of Companies, who consults with
the Financial Supervision Commission.
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How long can corporate names
be reserved in the Registry?
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Application for name approval
to the Isle of Man Registry can be made and the name is reserve by the
Registrar of Companies for a period of 30 days. At the end of the end of
the 30 days, the same name can be re-aplied for if need be for a further
period of 30 days.
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The corporate name of an
Isle of Man IBC must include:
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Any of the following words must
be part of the name of an Isle of Man IBC:
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Limited (the complete name;
no abbreviation)
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Corporation
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Incorporated
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The corporate name of an
Isle of Man IBC may not include:
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Any of the following words or
abbreviations cannot be included:
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Global or any geographic names
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International
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The abbreviation of Limited
(Ltd.)
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World-wide
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Any connection with the British
Crown or the Royal Family
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An Inaccurate use of such words
as "Bank", "Investment Trust" or "Tynwald"
How long does it take to
register a Corporation?
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Because of the time required
for name clearance, incorporation takes about one week. Self-companies
are available.
What resolutions or amendments
shall be filed in the Registry office?
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A copy of all resolutions amending
the Memorandum and/or Articles of Association shall be filed in the Registry,
and the Registrar shall retain and file said copies. This includes changes
to the types of shares that may be issued, increases an the authorised
capital, etc.
Can banks, insurance, reinsurance
or trust companies be organised under an IBC?
Generally, banks, insurance
companies or trust companies need to be resident for tax purposes in the
Isle of Man although, particularly with insurance companies this can be
further investigated.
CAPITAL AND MEMBERS
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What is the maximum and minimum
authorised capital for an Isle of Man corporation?
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The registration duty on authorised
capital of general registry companies is 1.4%. Usually a company is incorporated
with 2,000 English pounds ($3,000.) capital in order to pay minimum capital
duty. The maximum amount of capital duty that can be assessed is 5,000
English pounds ($7,500.).
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Capital can be denominated in
any currency except Swiss francs.
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What type of shares can be
issued by an IBC?
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Shares of both public and private
companies must be issued with a par value, which can be as low as half
pence ($0.0075). At least one shares worth one English pound ($1.50) must
be issued by a private company while minimum capital for a public company
is seven shares worth 7 English pounds ($10.50).
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Shares may be issued with special
rights but unless specified otherwise in the Articles of Association all
shares carry an equal right to vote. Premium shares and redeemable preference
shares are permitted.
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Can any of the shares be
issued on behalf of local residents?
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Shares can only be issued to
Isle of Man residents on a resident company. An exempt company and a non-resident
company are specifically geared to having shareholders who are non-resident
in the Island.
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Is confidentiality of the
Shareholders available in the?
Confidentiality of the
shareholders is available in as much as ordinarily nominee shareholder
companies are the actual registered holders of the shares and they will
issue Declarations of Trust to the beneficial owners of the company. The
only item of this that is registered at Companies House is the registered
holders details. Therefore, the identity of the beneficial owner is confidential.
DIRECTORS AND OFFICERS
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What is the minimum number of
Directors and Officers an Isle of Man corporation can have?
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All exempt and non-resident
companies are required to have at least two directors, natural persons,
while an international business company needs only one director. Every
Isle of Man Company needs a secretary who either has acceptable professional
qualifications or is approved by the authorities. Exempt and international
business companies must appoint one director and a secretary who are Isle
of Man residents.
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Every company must have at least
two (2) Directors, and a Secretary. Directors and Secretaries of exempt
companies must be natural persons. Corporate Secretaries may be used for
non-resident companies.
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How are the Directors and
Officers appointed?
The subscribers of the
Memorandum and Articles of Association appoint the first directors of the
company. After that, the shareholders are the existing directors appoint
directors for such tem as determined by the shareholders or the directors.
If not, unfilled positions can be filled by a resolution of the shareholders
or of the remaining directors. The directors generally elect the officers.
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What qualifying factors should
the Directors and Officers of an IBC corporation submit?
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What information can be revealed
about the Directors and Officers?
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The information on Directors
and Secretary of an Isle of Man company that is filed at the Companies
Registry is their name, address, nationality and occupation. Plea note
that the address used for the Director is his usual residential address.
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Can the directors or officers
bind the company?
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Yes, the directors of an Isle
of Man have the power to bind the company individually or jointly.
MEETINGS
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Is it necessary to hold annual
meetings of Shareholders and/or Director?
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Yes it is necessary to hold
annual meetings. The first annual general meeting is held 18 months after
incorporation and then the annual general meeting takes place within each
calendar year. However, members of a private company can substitute unanimous
written decisions for the annual meeting with some exceptions. For example,
directors and auditors have the right to be heard at a meeting before a
resolution is considered to dismiss them. Public companies must submit
audited accounts at the annual general meeting.
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Where can these meetings
be held?
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The shareholders’ meetings can
be held anywhere in the world.
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What constitutes quorum at
a meeting of the Shareholders or of the Board of Directors?
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A quorum at a shareholders meeting
is usually determined by the memorandum and Articles of Association. Essentially
under Isle of Man Company law, two persons are entitled vote both of whom
are members or proxies shall constitute a quorum. With regards to a meeting
of the Board of Directors of the company, and this obviously depends on
the numbers of Directors. There is a statutory minimum number of Directors
permissible which is two and of course, both must be in attendance for
a Board Meeting to proceed (there are, of course, exception to this rule
if one of the Directors is refusing to attend the Board Meeting for any
reason).
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Can proxy (substitute) represent
a member/shareholder?
Yes a proxy can represent
a shareholder. The Proxy does not need to be a member of the company themselves.
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What are the requirements
with respects to Notices given for meetings?
With regards to notice
for a meeting, the notice for an Annual General Meeting or an Extraordinary
General Meeting, which has been called for the passing of a Special Resolution,
has to be called by at least 21 days clear notice. All other Extraordinary
General Meetings should be called by at least 14 days clear notice. There
is, with the shareholders concept the possibility of accepting a short
notice.
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Can resolutions of the Directors
and/or Shareholders be adopted by consent?
The simple majority usually
carries resolutions of the Directors, and a simple majority adopts Resolutions
with regards to shareholders unless it is a Special Resolution upon which
there needs to be votes for the motion in excess of 75%.
BOOKS AND REGISTERS
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Is it necessary to prepare or
file accounts?
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Even though an exempt company
normally does not have to file accounts, the Assessor of Income Tax may
request the company’s balance sheet and profit-and-loss account.
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What books or registers are
requisite for the Company?
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An IBC must keep at all times,
in the Registered Office of the company:
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Minutes of each meeting of:
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Board of Directors,
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Shareholders,
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Director’s committee, and
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Officers and Members.
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Resolutions of meetings of the
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Directors,
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Shareholders,
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Director’s committee, and
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Officers and Members.
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Register of all the Directors
and Officers of the company; Register of Shareholders; and the stamp of
the corporate seal.
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Does the company require
a corporate seal, and where is it kept?
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An Isle of Man company is required
to have a company seal which is kept primarily in the Isle of Man and usually
under the control of the Directors (or Director) resident there. Normal
practice usually stipulates that the seal is kept at the Registered Office
of the company. An Isle of Man company can, however, adopt a territorial
seal as well. This can be used in a territory where the company has business
and/or other Directors.
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Must a Company file annual
tax returns?
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No, It is not necessary to file
annual tax returns. The only requisite is to fill out and pay the annual
license fee that expires on Dec. 31st of each year.
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What information about the
Company is available to the public?
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The Registrar keeps all registered
documents. However, only the Memorandum and Articles of Association of
the Company and amendments are available for public scrutiny.
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What resolutions or amendments
shall be filed in the Registry office?
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A copy of all resolutions amending
the Memorandum and/or Articles of Association needs to be filed in the
Registry. The Registrar shall retain and file said Copies.
RE-DOMICILIATION
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What is re-domiciliation?
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Re-domiciliation is where a
Company changes its jurisdiction of domicile. This involves transferring
a corporation without dissolving nor liquidating it, to another jurisdiction,
being protected under its laws, without extinguishing the obligations and
rights obtained and subject to the old jurisdiction. It operates bilaterally
between both jurisdictions, in that the jurisdiction being left cannot
have laws which automatically terminate the existence of the corporation
upon a change of domicile, and the new domicile must have legislation which
allows a corporation to continue from another jurisdiction. Generally,
such legislation exists only in tax havens.
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Is the re-domicile contemplated
in the Act?
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Tynwald, the Isle of Man Government,
is correctly considering redomiciliation of Isle of Man companies. Currently,
there is no legislation in force to permit this. We anticipate that in
the feature the legislation will be passed to allow certain types of companies
to redomicile. In this matter can have more information
ISLE OF MAN
Statutory Fees &
Services Charges for IBCs
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Item
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Authorised Capital
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Government Fee
|
Fees
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| Incorporation |
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£500.00
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| Continuation |
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|
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| Annual
License Fee |
Government
Fees
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£500.00 |
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| Merger/Consolidation |
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| Arrangements |
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| Articles
of Merger or Cons. |
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| Articles
of Memorandum |
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| Articles
of Dissolution |
Registration
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|
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| Resolution
of Rescinding Articles of Diss. |
Registration
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| Incorp./Merger/Consol./
Documents |
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| Documents |
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| Company
Name |
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| Each
Entry |
Inspection
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