Isle of Man Companies 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 2738 of the Companies Act.
Under section 274 of the Isle of Man Companies Act 1931 and section 193 of the Companies Act 2006, assets and property of a dissolved company vests bona vacantia in the Treasury in trust for the Crown.
Please also consider if the following is applicable:
The Company must have been struck off or dissolved less than 12 years ago.
The applicant, being a director 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 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. The Assessor of Income Tax and the Collector of Customs & Excise will require all matters outstanding to be settled before issuing such confirmation.
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.
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.
Once the application has been accepted, the Companies Registry will publish on its website 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.