Isle of Man Company Law - Isle of Man Companies Act 2006

The Isle of Man Companies Act 2006 is the legislation that permits the incorporation of companies in accordance with Isle of Man company law. You will find below the key extracts from the Isle of Man Companies Act 2006 along with the full act.

§11. Company Names

(1) the name of a company shall end with — the word “Limited”, “Corporation” or “Incorporated”; or the words “Public Limited Company” ; or the abbreviation “Ltd”, “Corp”, “Inc”, “PLC” or “plc”.

§12. No company shall be registered under a name —

  • the use of which would contravene another enactment or any regulations;
  • is identical or to similar to the name under which a company is registered under this Act or the Companies Acts 1931 to 2004; or
  • that contains a restricted word or phrase, unless the Registrar has given its prior written consent to the use of the word or phrase; or
  • that, in the opinion of the Registrar, is offensive or, for any other reason, objectionable.

§73. Registered Office and Registered Agent

A company shall, at all times, have a registered office and registered agent in the Isle of Man.

§74. No person shall be, or agree to be, the registered agent of a company unless that person holds a licence granted under the Fiduciary Services Acts 2000 and 2005 which does not exclude acting as registered agent.

§5. Memorandum of Association

The memorandum of a company shall state; the name of the company; the company type; the address and name of the first registered office and agent of the company; the full name and residential or business address of each subscriber; in the case of a company limited by shares and an unlimited company with shares, the agreement of each subscriber to take one or more shares on the incorporation of the company;

§91. Directors

(1) The business and affairs of a company shall be managed by, or under the direction or supervision of, the directors of the company.

(2) The directors of a company have all the powers necessary for managing, and for directing and supervising, the business and affairs of the company.

§60. Shareholders

(1) A company shall at all times have at least one member.

(2) A company limited by shares and by guarantee shall at all times have at least one shareholder.

(4) In the case of an unlimited company at least one of the members of the company shall be an unlimited member.

§61. (1) A member of a limited company has no liability, as a member, for the liabilities of the company.

(2) The liability of a shareholder to the company, as shareholder, is limited to —

  • any amount unpaid on a share held by the shareholder;
  • any liability expressly provided for in the memorandum or articles of the company;
  • any liability to repay a distribution under section 51(1); and
  • any liability for calls made on the shareholder.

§28. Share Types

Without limiting section 27(2) but subject to section 30, shares in a company may —

  • be convertible, common or 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; or
  • confer no voting rights

§30. A company has no power to, and shall not — issue a bearer share; convert a share to a bearer share; or exchange a share for a bearer share,

§187. Company Restoration

(2) Where the company has been struck off the register of companies under section 183, the Registrar shall not restore the company to the register of companies unless —

  • the Registrar is satisfied that a qualified agent has agreed to act as registered agent of the company; and
  • the Registrar is satisfied that it would be fair and reasonable for the name of the company to be restored to the register of companies.

(3) An application to restore a company to the register of companies may be made by the company, or a creditor, member or liquidator of the company and shall be made within 6 years of the date of the notice.

(4) The company, a creditor, a member or a liquidator thereof may, within 12 weeks, appeal to the Court from a refusal of the Registrar to restore the company

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