Step 1. Company Name Reservation.
Before forming an Isle of Man company, it necessary to:-
- Check name availability. Names which are the same as existing (or recently dissolved) companies are not permitted so check the register to see if entities with similar names have already been registered.
- Check name suitability. Certain words are restricted and require special permission for use (eg Bank is one example but there are many in the Isle of Man). There is guidance here and here and the list of restricted words is detailed in the Company and Business names (Restricted words and Phrases) Regulations 2013
Make an application to the Registrar for the preferred name. This can be done online here.
Following submission of a name application, the Registry will advise you of its decision – usually within 48 hours (sometimes quicker). If the name is approved then a unique number is issued and it is reserved for 3 months.
Step 2. Decide Company Structure.
1931 Act companies require:-
- A Registered office address situate in the Isle of Man.
- Two natural persons to act as company directors. (Corporate directors are not permitted). There is no requirement for Isle of Man man resident directors.
- A party to act as company Secretary. Often one of the directors is appointed as company secretary – alternatively, a 3rd party can be appointed. Corporate Secretaries are permitted.
- One or more parties to act as subscriber(s). This / these will be the shareholders following incorporation. Single member companies are permitted.
- One or more parties to act as Nominated officer to the Company. The Nominated officer must be an Isle of Man resident. For further information about Nominated officers see Beneficial Ownership Act 2017.
You will need to decide on the authorised and issued capital :-
Usually 1931 Act companies have an authorised capital of GBP2000 divided into 2000 ordinary shares of GBP1.00 each.
If the authorised capital consists of GBP2000 divided into 2000 ordinary shares of GBP1.00 each then it is convenient to issue 100 ordinary GBP1.00 shares for a consideration of GBP100.00 as this corresponds to the Government incorporation fee.
Step 3. Prepare & submit the Incorporation Papers.
The incorporation papers must be prepared, signed and delivered to the Registrar of Companies together with the prescribed fee (GBP100) and the unique name reservation number. The incorporation papers consists of:-
- Isle of Man Companies Registry Form 1. The Form 1 includes the details of the registered office address, the directors, the company secretary, the nominated officer and the subscribers (shareholders). It is required to be signed (in original) by all these parties. (Scanned signatures are not accepted).
- Memorandum of Association. The memorandum must contain the information specified in s2 of the Act. It must be signed by all the subscribers (shareholders) and the signatures must be witnessed by an independent person (s3).
- Articles of Association. The Articles of Association contain the rules and regulation by which the company operates. The 1986 Act Companies (Memorandum and Articles of Association) Regulations 1988 provides a set of model Articles which are known as Table A. You can find these here.They can be adopted in full, in part or completely bespoke Articles can be filed. The Articles must be signed by each of the subscribers (shareholders) in original and witnessed by an independent person (s3).
Contact [email protected] or telephone us if you would like us to provide you with a sample Memordum & Articles of Association.
Step 4. The Registrar of Companies will form the Company.
Following submission of the Incorporation papers, the Registrar of Companies will review them and if all is in order, he will use his powers to incorporate the company. Upon incorporation, a unique company number will be assigned to the Company, a certificate of incorporation will be issued and the online public register will be updated with Company’s details including copies of the company documents.
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