Private Company Limited by Shares registration in the Isle of Man

It must not contain sensitive words which are prohibited by legislation. The use of the following words requiring require the license from the authorities “Bank”, “Loan”, “Savings”, “Co-operative”, “Assurance”, “Insurance”, “Reinsurance”, “Building society”, “Council”, “Municipal”, “Chamber of Commerce” and “Finance”. There is a prohibition for words implying patronage of any government, its departments as well public international organizations.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “Corporation”, “Corp”, “Incorporated”, “Inc.” etc.

An Isle of Man NMV is required to have a registered office address in Isle of Man, which may be provided by an authorised registered agent in the Isle of Man.

One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings.

A corporate entity or a natural person  can be appointed as directors, in condition that they are holders of the special governmental license. The directors’ details are registered on the public record and can be accessed by the public. However, the confidentiality can be obtained through the use of nominee services.

The appointment of a secretary is not mandatory, but optional.

One shareholder is the minimum required. There is no requirement for them to be locals and corporate entities or a natural person can be appointed as shareholders. There is no requirement regarding the place and frequency of the shareholders’ meetings.

The shareholders details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the NMV who is bound by the law to keep this information. Nominee services are available.

The beneficial owners’ details can be kept confidential with the use of the corporate entity as a shareholder that will be act on behalf of the beneficial owner.

The owners of a NMV Company are free to determine any amount as the authorized capital at incorporation and it can be denominated in any currency, though the British pounds is mostly preferred, and the amount of GBP 2 000 is suggested. The authorized capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

An Isle of Man NMV Company may have registered shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of an NMV are not required to set a deadline as to when such capital must be paid up.

An NMV Company in the Isle of Man can be incorporated within 2-3 days. The Isle of Man is considered to have one of the fastest registries worldwide.

Ready-made but unused NMV Companies are available in Isle of Man, in case you are in need of a quicker incorporation process.

If the NMV Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income, inside Isle of Man. This means that the management and control of the NMV Company must be in Isle of Man, thus, the company must have enough premises, amount of expenditures and employees with the appropriate expertise within the jurisdiction, based on its business activity and size. The types of business are given below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

NMV Companies carrying out the above types business, are also required to file annual returns. There is a scale of substance requirements based on the type of business, holding companies are subject to low-level requirements compared to high-risk IP business (companies which purchase IP from other entities belonging in the same group, leasing it back to the group and receiving revenues for this) are subject to high-level requirements.

There is an exemption to the physical presence requirements for a NMV Company, which prove that they are tax residents and have substance in a different jurisdiction other than Isle of Man.

The NMV Company must prepare and keep accounting records at its registered office in Isle of Man, about its assets and liabilities to reflect accurately its financial situation for six years. The NMV Company is not required to file its accounting records, nor is required that those accounts be audited but it is required to file the annual return and tax return.

There is an exemption in the jurisdiction of Isle of Man from any tax on income or profits for a NMV Company except when an NMV Company is involved in a banking activity or having the income from the real estate that is situated within the territory of the Isle of Man. In those cases the tax rates will be 10% and 20% respectively. In addition, Isle of Man imposes no tax on dividends, earnings, interest and royalties, revenues and rental income that is gained outside its territory.