Isle of Man Companies Act 2006 – Company Law

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.

Company Name

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”.

No company shall be registered under a name:

• Is identical or to similar to the name under which a company is registered under this Act 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.

Registered Office and Registered Agent

A company shall, at all times, have a Registered Office and Registered Agent in the Isle of Man and no person shall be the registered agent of a company unless they hold a licence under the Fiduciary Services Acts 2000 and 2005.

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.

Directors

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

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

Shareholders

A company shall at all times have at least one member.

A member of a limited company has no liability, as a member, for the liabilities of the company.

The liability of a shareholder to the company:

• 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
• Any liability for calls made on the shareholder.

Certificate of Good Standing 

The Registrar shall, upon request by any person, issue a certificate of good standing certifying that a company is of good standing if the Registrar is satisfied that:

• The company is on the register of companies
• The company has paid all fees, annual fees and penalties due and payable
• The certificate of good standing issued shall contain a statement as to whether there are documents on the company file relating to winding up or dissolution of the company or the appointment of a receiver in respect of any of its assets
• Any proceedings to strike the name of the company off the register of companies have been instituted

Company Restoration 

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.

An application to restore a company to the register of companies may be made by the company, or a creditor, shareholder of the company and shall be made within 6 years.