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Company Incorporation

Isle of Man

BACKGROUND

Geographical Location
The Isle of Man is located in the Western Europe, island in the Irish Sea, between Great Britain and Ireland.

Population
The population of the Isle of Man is approximately 75,686 (July 1999 est.) resulting in a population density of roughly 310 people per square mile. A third of the population live in Douglas, the Island's Capital, and its suburbs.

Climate: cool summers and mild winters; humid; overcast about half the time.

Religions: Anglican, Roman Catholic, Methodist, Baptist, Presbyterian, Society of Friends.

Political Structure
The Isle of Man is a British crown dependency. It has its own Parliament (Tynwald) which 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 have voting rights. The House of Keys has twenty-four Members who are elected and serve a five year term. H.M. Queen Elizabeth II holds the title Lord of Mann, and is ultimately responsible for the Government of the Island, and all legislation passed by Tynwald has to have Royal Assent prior to being enacted.

Infrastructure and Economy
The Isle of Man is served by Ronaldsway Airport in the South of the island, some eight miles from Douglas. There are regular services on at least a daily basis to London, Manchester Dublin, Belfast, Blackpool, Liverpool and Glasgow, and also services on a less frequent basis to other cities in the United Kingdom. There are no direct International links.

The Island has some 500 miles of road, mostly maintained to a high standard and main roads connect all the major centres of population. Rail services are seasonal and largely provided for tourist purposes.

The isle of Man, confronted with a decline in its two principal sources of income, agriculture and tourism, now places greater reliance upon industrial investment and its financial centre activities which now contribute more than 35 per cent to the gross national product.

To support the Government's decision to become a leading European tax haven for offshore funds, the Isle of Man subsequently adopted an industrial aid and incentive package which is considered to be one of the most attractive in the western world. Companies which satisfy the environmental and financial criteria of the Manx Government are entitled to capital grants of 40% of costs of new buildings or improvements in building and on new plant and machinery. First year operating grants of 40% of non-recurring costs are also granted as well as training costs of up to 50% of costs incurred by employers and 40% of marketing costs in new ventures. Investment grants are 40% of outlays invested to conserve energy and reduce costs while 40% of costs of employing consultants to advise on methods of apply micro-processing technology or manufacturing processes are allowed.

Language
The official and spoken language is English. However, owing to the Island's Celtic origins it also has its own Gaelic language.

Currency
Manx Pound which is on par with the UK Pound Sterling. The Island issues its own notes and currency which are interchangeable with U.K. currency on the Island.

1 U.K. Pound = U.S.$1.6.

Exchange Control
None.

Type of Law
Common Law, based on English Common Law.

Principal Corporate Legislation
The Companies Acts 1931 to 1993
The International Business Act 1994


KEY FEATURES TABLE

General Non-Res Exempt
Political Stability Good Good
British Based Legal System Yes Yes
Type of Company Non-Res Exempt
Disclosure of Beneficial Owner No No
Migration of Domicile Permitted No No
Tax on Offshore Profits No No
Non-English Language Names Allowed Yes Yes

Corporate Requirements
Minimum Number of Shareholders One One
Minimum Number of Directors Two Two
Bearer Shares Allowed Yes No
Corporate Directors Permitted No No
Secretary Required Yes Yes
Standard Authorised Share Capital £2,000

($3,200)
£2,000

($3,200)

Local Requirements
Registered Office/Agent Yes Yes
Company Secretary No Yes
Local Directors No Yes
Local Meetings No No
Government Register of Directors Yes Yes
Government Register of Shareholders Yes Yes

Annual Requirements
Annual Return Yes Yes
Audited Accounts No No

Recurring Government Costs
Annual Tax/Licence Fee £600 ($960) £300 ($480)
Annual Return Filing Fee £110 ($176) £110 ($176)

COMPANY FORMATION

Type of Company for International Trading
Non-Resident Company. To achieve major benefit it is essential that the Management and Control of the Company can be seen to be exercised from a low-tax or no-tax jurisdiction. If the Management and Control of the Company is undertaken from a high-tax area, the Company is at risk of being subjected to local taxation.

For purely personal Investment holding, an Isle of Man Income Tax Exempt Company can be utilised. This Company must have at least One Local Director and the Secretary must be local. The Bank Account of an Isle of Man Exempt Company must always be controlled by the Board of OCRA, Isle of Man.

Where a property is being held, and no income arises, an Isle of Man Resident Company would suffice, as if there is no income there is no tax liability.

Procedure to Incorporate
Submission of Memorandum and Articles of Association, together with a Form I nominating the first Directors and Secretary, and advice of the situation of the Registered Office. Submission of the form giving name approval. Immediately after incorporation the company must select Resident, Non-Resident or Exempt status.

Restrictions on Trading
Cannot undertake Banking or Insurance Activities. Also cannot undertake Investment Business other than the investment of the company's own assets. It can neither solicit funds from the Public or offer its Shares to the Public.

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 Required
Yes, Must be maintained in the Isle of Man.

Shelf Companies available
Yes.

Time Scale to Incorporate
One Day.

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.

There are many names which require justification or high capitalisation to allow use. Words such as "International", "European" or other words indicating an International Presence will only be approved if the Company is incorporated with an Authorised Capital of £100,000 ($160,000), which must be paid up.

Use of the words "Trust", "Trustees" or "Fiduciary" will only be approved if the Company is incorporated with an Authorised Capital of £250,000 ($400,000), which must be paid up.

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.

Use of the word "Group" will only be approved if the company can provide documentary evidence that the company will belong to a group of companies.

Language of Name Names can be expressed in any language using the Latin alphabet, provided that the Registrar of Companies is in receipt of an English translation and the name is not considered undesirable.

Names requiring Consent or a Licence
"Bank", "Building Society", "Insurance", "Assurance", "Re-Insurance", "Co-operative", "Council", "Chamber of Commerce" and "Finance".

Suffixes to denote Limited Liability
Limited or Ltd.

Disclosure of Beneficial Ownership to Authorities
No.


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

Authorised Share Capital
The Normal Share Capital is £2,000.00 ($3,200), or its currency equivalent.

Classes of Shares Permitted

  • Registered Shares
  • Bearer Shares
  • Preference Shares
  • Redeemable shares
  • Shares with or without voting rights

Bearer Shares Permitted
Yes, but cannot be allotted directly to Bearer. They have to be allotted in registered form, and then transferred. It is a requirement of Isle of Man Legislation that the Register of Members must state the Name and Residential Address of the Holder of Bearer Warrants.

Taxation
A Resident Company pays income tax, currently 20%, on its world-wide profits. A Non-Resident Company and an Exempt Company pay no Income Tax, but for Exempt Companies please see section on Penalties.

Double Taxation Agreements
Apart from a limited treaty with the United Kingdom, the Isle of Man is not party to any double taxation treaties.

Licence Fees
A Non-Resident Company pays a flat rate of £600.00 ($980) which is paid immediately after incorporation, and thereafter annually on the anniversary of incorporation.

An Isle of Man Exempt Company pays £300.00 ($480) per year which is due on 6th April annually.

Financial Statement Requirements
Whilst there is no requirement to file Audited Accounts with the authorities, a Company is required to keep financial records which reflect the financial position of a Company. The Assessor of Income Tax reserves the right to call in the accounts for Exempt Companies.


STRUCTURE OF MANAGEMENT

DIRECTORS
Minimum number of Directors
Two.

COMPANY SECRETARY
Company Secretary Required
Yes. For Exempt Companies must be a natural person and resident of the Isle of Man and must hold a professional qualification.

SHAREHOLDERS
Minimum number of Shareholders
One.

 

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