This article provides practical information on how to restore an Isle of Man Company to the Register.
If your Isle of Man company has been struck off the register – fear not – the information on this page will help you. Where the company was dissolved less than 12 years ago, an administrative procedure can be used to restore the Company to the register.
If you require assistance, please contact us and we will be happy to help you.
Restore Isle of Man Company
Sometimes it is necessary to restore an Isle of Man company to the register. This is because, subject to certain conditions, Section 273(1) of the 1931 Companies Act confers the Isle of Man Registrar of Companies with powers to dissolve an Isle of Man company “where it has reasonable cause to believe that [it] is not carrying on business or in operation.
These days, the Registrar tends to exercise these powers quite quickly and the result is that companies are frequently struck off the register before the owners or directors realise.
In practice, companies are usually struck off for failing to file an annual return or because the CSP has resigned its services and the reason for wanting to restore a company is that it still held an interest in land or buildings at the date of its dissolution.
Technically assets belonging to dissolved Isle of Man companies fall Bona Vacantia.
Where real estate assets fall Bona Vacantia, Isle of Man situate property will vest in the Isle of Man Treasury in trust for the Crown and UK situate property will fall to the relevant bona vacantia authority (ie the Crown Estate, the Duchy of Cornwall or the Duchy of Lancaster) depending on its location.
However, thankfully…there is an administrative procedure (Section 273(B)) which allows you to restore an Isle of Man company to the register so that they can regain control and ownership of their assets.
The key elements are …
(i) The Company must not have been struck off or dissolved more than 12 years ago.
(ii) The application is usually made by a director who was in office when the Company was dissolved or the registered shareholder. Note that beneficial owners cannot make an application unless they are the registered shareholder.
(iii) Creditors can also make an application to restore an Isle of Man company but it’s usually more problematic as they cannot complete the outstanding filings on the Company’s behalf and they would also need to appoint a liquidator to deal with the assets following the restoration. (Best avoided if possible).
(iv) Prior to making an application to restore, the applicant (a director, creditor or member), must send a notice to each director, secretary and member of the company stating that:
“the applicant proposes to apply to the Department for Enterprise for a direction to restore the Company and that, unless written objection is made to the Department within one month of the date the notice was posted or published, the Department may make a direction to restore the Company.”
The notice must also be published in one newspaper circulating in the Isle of Man
(v) The applicant must write to the Assessor of Income tax, the Attorney General and the VAT office asking for their written consent for the Company to be restored.
(vi) The applicant must complete, sign and lodge the form 273B form at the Companies Registry together with the prescribed fee (currently £1185), copies of the letters and notice in (iv) & the original Government consents (v). Additionally it is possible to file outstanding forms, fees and late penalties at this point which will serve to speed up the application.
(vii) Once the application has been received, the Registry will publish a notice on its website stating an application has been lodged.
(viii) If no objections are received within the 30 day notice period. the Department may issue a Direction that the Company may be restored; a certified copy of this will be sent to the applicant by post.
(ix) Where the outstanding returns, fees and penalties have not been submitted, the Department will generally be required to bring outstanding annual returns and other corporate filings up to date. These should be submitted to the Registry with the certified copy of the Direction to Restore.
(x) Upon receipt of certified copy of the Direction to Restore and, if required, the outstanding corporate filings; the Companies Registry will restore the Company and the Company will be deemed to have continued in existence as though it had not been struck off or dissolved
For addition advice and assistance contact Martin Katz
DISCLAIMER; THIS ARTICLE IS A GENERAL EDITORIAL COMMENTARY ONLY. IT IS NOT INTENDED TO BE AND DOES NOT CONSTITUTE LEGAL ADVICE.
