A practical guide to Isle of Man Company Formation under Isle of Man Companies Act 2006.

On 1 November 2006, Middleton Katz Chartered Secretaries LLC incorporated the very first company, “International Car Rent Ltd” company number 1v under the Isle of Man Companies Act 2006 (the Act).

The Act is a stand alone piece of legislation which allows 2006 Act companies to co exist alongside the existing Companies that are incorporated under the Companies Acts 1931-2004 (1931-2004 Act Companies).

Every 2006 Act company requires a Corporate Service Provider to Act as the Registered Agent. Corporate Services Providers are required to hold a licence issued by the Isle of Man Financial Supervision Commission.

Choosing the right Corporate Service Provider to incorporate and administer your isle of Man Company is both an incredibly difficult and incredibly important decision. Read our guide – 6 key questions to ask your fiduciary Service provider before asking them to incorporate and administer your offshore company.

In practice, incorporating a 2006 Act company is straightforward and simply requires a Memorandum of Association to be filed at the Isle of Man Companies Registry together with the appropriate fee. Filing of Articles of Association is optional. If Articles of Association are not filed then the model articles as defined in the Act are deemed to apply. You can find a copy of the model articles for a share capital company here.

The Memorandum that is filed at the Registry must contain the information specified in Section 5 of the Act; which can be summarised as follows:

(i) The name of the Company.
(ii) The type of Company (eg limited by shares, by guarantee, or by guarantee & having share capital etc)
(iii) The address of the first registered office.
(iv) The name and address of the first registered agent.
(v) The full name and residential or business address of each subscriber.
(vi) The nature of the subscribers subscription – which differs depending on the type of company in (ii).
(vii) A statement that the Company is a protected cell company (if applicable).

You can find a further detailed information about the legislation governing the 2006 Isle of Man Companies Act and other entities that can be established under Manx law at www.isleofman-companies.com.



photo credit: Giovanni ‘jjjohn’ Orlando via photopin cc

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