Asset Protection Library
 

Disclaimer
Isle Of Man
International Business Companies 

Isle of Man does not have IBC. There are tree basic types of Isle of Man Company. 

    1. 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.
    2. There is the exempt company.
    3. There is an Isle of Man non-resident company whereby management and control of the company is exercised out with the Isle of Man.**
  • 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.
  • 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.
  • Are non-resident companies exempt from tax?
Non-resident Company has to pay £660 per annum. These payments are in lieu of tax.
  • 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. 

  • How long does it take to confirm a corporate name?
    1. Approval of a company name must be obtained in advance from the Registrar of Companies, who consults with the Financial Supervision Commission.
  • How long can corporate names be reserved in the Registry?
    1. 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.
  • The corporate name of an Isle of Man IBC must include: 
    1. Any of the following words must be part of the name of an Isle of Man IBC: 
      • Limited (the complete name; no abbreviation)
      • Corporation
      • Incorporated 
  • The corporate name of an Isle of Man IBC may not include: 
    1. Any of the following words or abbreviations cannot be included: 
      • Global or any geographic names
      • International
      • The abbreviation of Limited (Ltd.)
      • World-wide
      • Any connection with the British Crown or the Royal Family
      • An Inaccurate use of such words as "Bank", "Investment Trust" or "Tynwald"
  • How long does it take to register a Corporation?
    1. 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?
    1. 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
    • What is the maximum and minimum authorised capital for an Isle of Man corporation?
      1. 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.).
      2. Capital can be denominated in any currency except Swiss francs.
    • What type of shares can be issued by an IBC?
      1. 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).
      2. 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.
    • Can any of the shares be issued on behalf of local residents?
      1. 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.
    • 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
    • What is the minimum number of Directors and Officers an Isle of Man corporation can have?
      1. 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.
      2. 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.
    • 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.
    • What qualifying factors should the Directors and Officers of an IBC corporation submit? 
    • What information can be revealed about the Directors and Officers?
      1. 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.
    • Can the directors or officers bind the company?
      1. Yes, the directors of an Isle of Man have the power to bind the company individually or jointly.
      MEETINGS
       
    • Is it necessary to hold annual meetings of Shareholders and/or Director? 
      1. 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.
    • Where can these meetings be held?
      1. The shareholders’ meetings can be held anywhere in the world.
    • What constitutes quorum at a meeting of the Shareholders or of the Board of Directors? 
      1. 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).
    • 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.
    • 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.
    • 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
    • Is it necessary to prepare or file accounts?
      1. 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.
    • What books or registers are requisite for the Company?
      1. An IBC must keep at all times, in the Registered Office of the company: 
      2. Minutes of each meeting of:
        • Board of Directors,
        • Shareholders, 
        • Director’s committee, and
        • Officers and Members. 
      3. Resolutions of meetings of the
        • Directors, 
        • Shareholders, 
        • Director’s committee, and
        • Officers and Members. 
      4. Register of all the Directors and Officers of the company; Register of Shareholders; and the stamp of the corporate seal.
    • Does the company require a corporate seal, and where is it kept?
      1. 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.
    • Must a Company file annual tax returns?
      1. 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.
    • What information about the Company is available to the public?
      1. The Registrar keeps all registered documents. However, only the Memorandum and Articles of Association of the Company and amendments are available for public scrutiny.
    • What resolutions or amendments shall be filed in the Registry office?
      1. 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
    • What is re-domiciliation?
      1. 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. 
    • Is the re-domicile contemplated in the Act?
      1. 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
       
      Item
      Authorised Capital
      Government Fee
      Fees
      Incorporation   £500.00 

       

       
      Continuation      
      Annual License Fee
      Government Fees
      £500.00  
      Merger/Consolidation      
      Arrangements
      Articles of Merger or Cons.      
      Articles of Memorandum      
      Articles of Dissolution
      Registration
         
      Resolution of Rescinding Articles of Diss.
      Registration
         
      Incorp./Merger/Consol./ 

      Documents

           
      Documents      
      Company Name      
      Each Entry
      Inspection
         
       For Information on how to utilize the Isle of Man in your investment program Click Here 
    LIBRARY INDEX  |  CONTACT  |
     
    Disclaimer: This information is designed to provide accurate and authoritative information in regard to the subject matter covered.
    It is posted with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional services.
    If legal advice or other expert assistance is required, the services of a competent professional person should be sought.