Isle of Man PLC

• To register a Private Limited Company under the Companies Act 1931 in the Isle of Man, the following documents need to be sent to the Companies Registry:
  
  
  • Form 1 – containing the details of the name of the company, its registered office address and the names of the company’s directors and secretary. The form is to be signed by the subscribers of the company’s memorandum of association and be each director and secretary
  • Company’s Memorandum
  • Articles of Association

Private Limited Companies are not subjected to any local taxation by authorities of the Isle of Man. There are no taxes including:

• No withholding tax
• No dividends tax
• No Corporation tax for most companies (up to 10% for some)
• No Capital gains tax
• No stamp duties

There are capital duties on the issuance of shares, which is GBP 130 if the share capital is less than GBP 2, 000. Companies that have a higher share capital are liable to pay GBP 17 per GBP 1,000 of authorized share capital above GBP 2,000. There is a maximum capital duty of GBP 5,000.

Registration for a VAT number is required.

Anonymity, Confidentiality and Disclosure

Director and Shareholders information are publicly available. Form 1, the Articles of Association and the Company’s Memorandum are in the public record, although the details of the beneficial owner are not available on public record neither are the company’s’ financial accounts. Nominee services are allowed.

Company Shares

A Company may be incorporated as a limited (with shares, by guarantee, or a hybrid) or as a unlimited (which is with or without shares).

Shares may be ordinary, convertible, redeemable, preference and non-voting shares. Bearer shares and shares with no par vale are not allowed.

Required Capital

A Private Resident Company has an authorized share capital of GBP 2,000 and a minimum of GBP 1.

Directors

There is a minimum requirement of two (2) Directors for a Private Limited Company. The Directors must be individuals, as such corporate entities are not allowed. The individuals may be a resident of any country and of any nationality. Details of the Directors are open and are publically available.

Shareholders

There must be a minimum of one shareholder, who may be an individual or a legal person, and may reside anywhere in the world and be of any nationality. Shareholder information is publically available.

Trading Restrictions

A Private Limited Company is not permitted to conduct any business that is related to banking, insurance, investment management and the solicitation of public funds activities without the appropriate licence.

Principal Corporate Legislation

The Companies Act 1931-2004 governs Private Limited Companies formed in the Isle of Man.

There is also a 2006 Act Company that regulates another form of companies under a separate piece of legislation that runs in parallel to the 1931 Companies Act. A company formed under the 1931 Act may freely convert itself to a company under the 2006 Act Company, but not vice versa.

Type of Law

The Isle of Man is based off of English Common Law.

Powers of the Company

A Private Limited Company has all the powers of a natural person.

Company Meetings

Company meetings are required and must take place every calendar year and may take place anywhere in the world.

Local Requirements

It is required that a Private Limited Company have a local registered office. Financial details and records of the company must be kept in the local office. Although they may be kept elsewhere in the world, every six months they should be sent to the local registered office. A registry of Members, Directors and Secretaries also must be kept at the local registered office.

Company Secretary

A company secretary is required for a Private Limited Company. A secretary must be a natural person, may be of any nationality and may reside anywhere in the world and must be qualified.

Language of legislation and Corporate Documents

English

Official Language

English in the official language

Registered Office required

Yes a local registered office is required for a Private Limited Company.

Audit Requirements

All companies re required to be audited. However, small companies are exempted if it meets two of the following three criteria:

• Has a turnover of less than GBP 5.6m

• Has a balance sheet of less than GBP 2.8m

• It employs 50 persons or less

Or, if the company has all its members as directors throughout the year and it exists for the purpose of holding shares, securities, investments or land.

Annual Reporting

Every year a company must prepare its reports that include its balance sheet, directors report, auditors report as well as an account of its profits and losses and send it in to the Financial Services Commission.

Exchange Controls

There are no exchange controls on the Isle of Man.

Financial Statements required

There are no requirements to file a company’s audited financial statements with the Financial Services Commission, although a company must prepare and keep its accounts at its registered office.

Shelf Companies available

Yes shelf companies are readily available.

Time required to form offshore company

1-5 business days

Language of Name

Names can be expressed in any language that uses the Latin alphabet, though the Register must be in receipt of a certified English translation.

Names of Company requiring a special licence or permission

Any company that has a name that includes the word: bank, building society, savings, loans, insurance, assurance, reinsurance, cooperative, council, Chamber of Commerce, trust, municipal, finance, must first receive the appropriate approval and/or licence.

Permitted limited liability suffixes

A Private Limited Company must have ‘Limited’ or its abbreviation ‘Ltd’ after the company name.

Access to Double Tax Treaties

The Isle of Man has a limited treaty with the U.K. and is not a member to any double tax treaties.

Licence Fee

GBP 360