Some of our international clients act as shareholders and directors to Isle of Man Companies. These are usually simple asset holding structures – frequently owning family assets like real estate in London or elsewhere.
In these circumstances, Middleton Katz’s role as Corporate Services Provider is to provide a Registered office address, act as Nominated Officer and also to ensure compliance with Isle of Man laws.
At first sight the scope of our services seems quite limited so our clients and introducers are sometimes surprised by our requests for detailed information about their companies. This short article is intended to detail and explain the local documentary requirements relating to Isle of Man Companies formed under the Isle of Man Companies Acts 1931-2004
The 1931-2004 Act imposes a statutory obligation for the following documents to be held at the Company’s Registered Office:
• Register of Directors and Secretaries: this register must be kept at the Company’s registered office and may be inspected by any member of the Company and by any member of the public;
• Register of Members: generally this register must be kept at the Company’s registered office. However, if the work of making up the register is done at another office of the Company or by someone else on behalf of the Company, it may be kept at that other place. However, in all circumstances the register must be kept somewhere in the Isle of Man. The register of members may be inspected by any member of the Company and by any member of the public;
• Register of Charges: a copy of all charge documents and a register of charges must be kept at the Company’s registered office. Any creditor or any member of the Company is entitled to inspect copies of the charge documents and the register of charges. In addition, any member of the public may inspect a copy of a Company’s register of charges;
• Minute Books: a Company must cause minutes of all proceedings of members meetings and directors meetings and all members written resolutions and directors written resolutions to be entered in minute books. Such minute books must be kept at the Company’s registered office. Minutes of any members meeting and any members written resolutions are open to inspection by any member of the Company;
• Annual Returns: copies of a Company’s annual return must be kept in a separate part of the Company’s register of members and are open to inspection by any member of the Company and by any member of the public;
• Accounting Records: a Company’s accounting records must be kept at the registered office of the Company or at such other place as the directors of the Company think fit. If accounting records are kept outside the Isle of Man, accounts and returns with respect to the business dealt with in the accounting records must be sent to and kept in the Isle of Man and must at all times be open to inspection by the officers of the Company.
Additional obligations of Licenced Service Providers in the Isle of Man.
Under Isle of Man legislation, there is a legal requirement for an Isle of Man Corporate Service Providers like ourselves who provide registered office / registered agent services to monitor the ongoing activity (transactions) of client companies to which we provide those services.
This applies even where we are not providing professional directors to the entity. You can find more detailed information about this in our article – What does ‘transaction monitoring’ mean in practice ?