Isle of Man Companies which holds assets can be dissolved, usually this happens when the Company’s annual returns are not filed. In such cases the Registry uses its powers to dissolve the Company under Section 273.
Assets belonging to dissolved Isle of Man companies fall Bona Vacantia – which means they become the property of the Crown or in the case of the Isle of Man – the Attorney General.
There is an administrative procedure which allows companies to be restored to the Register so that they can regain control and ownership of their assets.
The Company must have been struck off or dissolved less than 12 years ago.
It’s usual for the application to be made by the directors or shareholders who were in office when the Company was dissolved.
Before making an application, the applicant, being a director, creditor or shareholder, must send a notice to each director, secretary and shareholder of the company and publish such notice in a newspaper circulating in the Isle of Man stating that the applicant proposes to apply to the Department of Economic Development 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 applicant must write to the Assessor of Income tax, the Attorney General and the VAT office asking for their written consent.
The applicant must complete, sign and lodge the form at the Registry together with the prescribed fee, copies of the letters and notice in and the original Government consents.
Once the application has been received, the Registry will publish a notice on its website stating an application has been lodged.
Assuming 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 by post, to the applicant.
Where the outstanding returns, fees and penalties have not yet been submitted, the applicant will be required to bring outstanding annual returns and other corporate filings up to date. These will be required to be submitted to the Registry with the certified copy of the Direction to Restore.
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.
The applicant must obtain from the Attorney General, the Assessor of Income Tax and the Collector of Customs & Excise written confirmation stating that they have no objection to the restoration of the company to the register.
Applicants should be aware that the Assessor of Income Tax and the Collector of Customs & Excise will require all matters outstanding with their respective departments to be settled to their satisfaction before issuing such confirmation.
The application requires to be accompanied by a copy of the notice published in a locally published and circulating Isle of Man newspaper and of each of the notices sent to the directors, secretary and members as described above
Once the application has been accepted, the Companies Registry will publish on its website and in an index available for inspection at its public counter, a notice to the effect that an application for restoration has been received.
Applicants are advised that, should any objection be received, no Direction for Restoration will be made until either the objection is withdrawn, or the Department decides that the objection is completely without justification.
Once 30 days have passed since the notice was last published, and if no objection has been received, the Department may direct that the name of the company be restored to the register, and a certified copy of the direction will be posted to the applicant.
A company applying to be restored may be directed to change its name on restoration where, for example, another company has taken a similar or identical name to that of the dissolved company during the period it was dissolved.
In order to speed up the process of restoration, the Companies Registry will accept the filing of all outstanding documents, together with the relevant current filing fees, at the same time as the application for restoration is submitted
If all the submitted documents are in order, and no other conditions for restoration require to be made, the Companies Registry will register the certified copy of the direction without further reference to the applicant.