Isle of Man Offshore Companies and their Tax Liability

Company Information

An NMV can be incorporate, registered or continued under the Act as:

• A company limited by shares
• A company limited by guarantee
• A company limited by shares and by guarantee
• An unlimited company without shares; or
• An unlimited company with shares

Procedure to Incorporate

Submission of Memorandum and Articles of Association and advice of the situation of the Registered Office and Licensed Registered Agent.

Registered Office & Agent

NMV Companies must maintain a registered office and agent in the Isle of Man.

Time to Incorporate

One to five days, subject to name approval.

Classes of Shares Permitted

The Act provides that shares in Companies may (without limitation):

• Be convertible, common ordinary;
• Be redeemable at the option of the shareholder or the company or either of them;
• Confer preferential rights to distributions;
• Confer special, limited or conditional rights, including voting rights;
• Entitle participation only in certain assets.

In additional, subject to any contrary provisions in a company’s memorandum or articles of association, a NMV is able to:

• Issue bonus shares and nil or partly paid shares;
• Issue shares with or without a par value;
• Issue shares in any currency (if the shares have a par value)
• Issue shares numbered or unnumbered; and/or
• Issue fractional shares.

As with 1931 Act Companies, bearer shares are not permitted.

Taxation

With effect from 6th April, 2006 Private Limited Companies normally pay income tax at 0% and there is no withholding tax on payments of dividends to shareholders.

Companies that are in the business of banking, insurance or are connected with the business of Isle of man property pay corporation tax at a rate of 10% and a withholding tax at the same rate is imposed if the dividend is paid to a non resident individual or corporate body. NMV Companies pay an annual charge of £360.

VAT

NMV Companies may be registered for VAT purposes and the VAT prefix will be “GB”, which is recognised in Europe.

Directors

The minimum number of directors is one, they may be of any nationality or residence. Bodies corporate may be eligible to act as a director if it, or another body corporation of which it is a subsidiary, is the holder of an appropriate licence issued by the Isle of Man Financial Supervision Commission under the Isle of Man Fiduciary Services Acts 2000 or permitted to act as a corporate director by regulations made pursuant to the Act.

Shareholders/Members

The minimum number of shareholders is one.

Company Secretary

Is not required.

CORPORATE INFORMATION

GENERAL

COMPANY TYPE

DIRECTORS AND OFFICIALS

REGISTERED MEMBERS

LOCAL LICENSED REGISTERED AGENT

ACCOUNTS

OTHER

*A company can voluntarily elect to file a copy of its register of directors with the Registrar of Companies. However the Annual Return, once filed, contains director’s information and is publicly accessible.