Dissolve your Isle of Man 1931 Act Company
The easiest way to dissolve your Isle of Man 1931 Act Company which is no longer required is under the 273a administrative procedure which is set out in the Isle of Man Companies Act 1931.
In order to use this process, the Company must be a private company, it must be solvent and it must have ceased operating.
Also all registry filings must be up to date (ie all annual returns should be made up to date), and its income tax and vat affairs must be in order.
Step 1 – Issue of notices.
The Applicant, who can be a director, secretary or member of the Company, must send notices to each director, secretary and member of the company stating that they propose to apply to the Department for Enterprise (‘The Department’) to dissolve the Company and that, unless written objection is made to the Department within one month of the date the notice was posted, the Department may dissolve the company.
Step 2 – Submit application to the Registrar.
The applicant should complete, sign and lodge the application and declaration at the Companies Registry together with the prescribed fee. The declaration needs to be sworn before one of, a Notary, a Commissioner for oaths or a Justice of the Peace. You can deal with this at the Registry when you file the application as they handily have staff who are Commissioners for Oaths in house.
Step 3 – Registry places newspaper notices.
Once the application has been accepted the Registrar will place a notice in the local paper, on its website and in a register at the public counter of the registry inviting objections; should no objection be received within 30 days then..
Step 4 – Government Permissions.
The Registrar will write to the Attorney General, Customs and Excise and the Income Tax Department to solicit any objections on their part. (note: income tax department is the most common objector so remember to get tax returns up to date – if you need assistance contact Katz Accounts.)
Step 5. Surplus asset consent letter.
Assuming no objections are received from the Government departments, then the Registrar will send a letter to the registered office of the Company stating that the Company is entitled to distribute its surplus assets. At this point, you should remit all the remaining assets to the shareholders.
Step 6 Surplus assets confirmation.
Once the assets have been distributed the Company should write to the Registrar confirming this.
Step 7 Dissolution.
Upon receipt of the letter from the company confirming the surplus assets have been distributed then the Registrar will remove the company from the Register of Companies and place a notice in the paper confirming that the Company has been dissolved. A letter is also sent to the registered office confirming the date of dissolution.
Congratulations – you have now dissolved your Isle of Man Company 🙂
This article should give you everything you need but the Registry has issued an excellent Practice note on the topic as well.
Oops – my company has been dissolved by mistake….
If you completed this process – or a company has been dissolved by the registry for failing to meet its filing obligations, then any assets remaining in the name of the Company following the dissolution fall ‘bona vacantia’. See here for more information. This happens more often than you would think.
Usually, we hear about it when someone discovers that there is real estate still held in the name of the Company. Finding out that the real estate cannot be sold or transferred is often very upsetting for all concerned, however, if the Manx company was dissolved less than 12 years ago; it is possible to restore the Company to the Register to resolve the situation. See our Article “Restore Isle of Man Company (how-to guide)”
DISCLAIMER; THIS ARTICLE IS A GENERAL EDITORIAL COMMENTARY ONLY. IT IS NOT INTENDED TO BE AND DOES NOT CONSTITUTE LEGAL ADVICE.