• Isle of Man Private Company (Act 1931)

  • GENERAL
    Legal Framework

    The Isle of Man Private Limited Company - Companies Act 1931 is is governed by the Companies Act 1931.

  • SHAREHOLDERS
    Liability of Shareholders

    The liability of the shareholders of an Isle of Man Private Limited Company formed under the Companies Act 1931 is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of an Isle of Man Private Limited Company formed under the Companies Act 1931 is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of an Isle of Man Private Limited Company formed under the Companies Act 1931 can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS
    Minimum Number of Directors

    An Isle of Man Private Limited Company formed under the Companies Act 1931 should have at least 2 directors.

    Corporate Directors

    The directors cannot be legal persons.

  • SHAREHOLDER MEETINGS
    Shareholder Meetings

    The first annual general meeting should be held within 18 months from the incorporation of the company.

    An annual general meeting should be thereafter held, but no more than 15 months should lapse between each annual general meeting.

    Shareholder meetings can be held anywhere in the world.

  • CAPITAL
    Minimum Capital Requirement

    There is no minimum capital requirement for an Isle of Man Private Limited Company formed under the Companies Act 1931.

    Currency of Capital

    The capital can be denominated in any currency.

    Non-par Value and Bearer Shares

    Non-par value shares and bearer shares are not allowed.

    Capital Duty

    Capital duty on the issuance of shares is GBP£17 per GBP£1,000 of capital above GBP£2,000. The maximum capital duty payable is GBP£5,000.

  • REGISTERED OFFICE
    Registered Office

    It is a legal requirement for every company in the Isle of Man to have a registered office in the Isle of Man, which may be used as the business address of the company.

    Company Secretary / Registered Agent

    Private Limited Companies in the Isle of Man formed under the Companies Act 1931 should have a secretary, either an individual or legal person.

  • FOREIGN INVESTORS
    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in an Isle of Man Private Limited Company formed under the Companies Act 1931.

  • FORMATION
    Time Needed for Incorporation

    It usually takes 1 - 5 days (subject to name approval) to incorporate a Private Limited Company under Companies Act 1931 in the Isle of Man.

    Shelf companies are available.

  • CONFIDENTIALITY
    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and are not available on public record.

    Registered Shareholders

    The details of registered shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS
    Filing with the Registrar of Companies

    Every company in the Isle of Man should submit an annual return to the Financial Supervision Commission on the anniversary of its incorporation every year.

    Private Limited Companies formed under the Companies Act 1931 in the Isle of Man are not required to file their accounts with the Financial Supervision Commission.

    Filing with the Tax Authorities

    A tax return must be submitted to the Tax Authorities. The tax return should be submitted within 12 months and one day of the year-end.

  • RECORDS
    Accounting Records

    Private Limited companies formed under the Companies Act 1931 are required to maintain accounting records.

    These accounting records can be held anywhere in the world and in any currency.

    Financial Statements

    A set of financial statements should be prepared each financial year.

    The accounts must be prepared in accordance with accounting principles adopted by the Institute of Chartered Accountants in England and Wales i.e. IFRS.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT
    Audit Requirement

    A Private Limited Company in the Isle of Man, formed under the Companies Act 1931, can be audit exempt if during the relevant year:

    1. the company meets 2 of the following 3 criteria:
      1. has a turnover of less than £5.6m;
      2. has a balance sheet of less than £2.8m;
      3. it employs no more than 50 persons at any time during a year.
    2. the company exists wholly for the purpose of holding shares, securities, other investments or land and all its shareholders are directors.

    If a Private Limited Company formed under the Companies Act 1931 is eligible to the audit exemption then such exemption requires the approval of every shareholder and a copy of the relevant resolution should be filed with the Financial Supervision Commission.