Docstoc

Isle of Man

Document Sample
Isle of Man Powered By Docstoc
					                             BUSINESS REGISTRATION
                                  SURVEY 2005




Country: Isle of Man

PART 1 – OVERALL ORGANISATION AND PROCEDURES
Registration authority and jurisdiction

Name of registration authority:   Financial Supervision Commission

                                  The FSC is an independent statutory body responsible for
                                  the licensing and supervision of banks, building societies,
                                  investment business, collective investment schemes and
                                  corporate service providers in the Isle of Man. The
                                  Commission is also responsible for the Companies Registry,
                                  which incorporates companies, and registers documents
                                  required to be filed under the Companies Acts and related
                                  legislation.

                                  Established in 1983, the remit given to the Commission by
                                  Tynwald is to "take such steps as appear to it to be necessary
                                  or expedient for the effective supervision of the private
                                  financial and commercial sector in the Island", with the
                                  exception of the insurance industry which is supervised by
                                  the Insurance and Pensions Authority.

                                  The work of the Commission is overseen by seven
                                  Commissioners appointed by the Treasury, subject to the
                                  approval of Tynwald. The Chief Executive is also a
                                  Commissioner.

                                  Our Mission Is:

                                  "To protect the public interest by providing effective
                                  regulation and supervision within the Island's financial
                                  services sector and to support a competitive environment in
                                  which quality products and services are promoted for the
                                  economic benefit of the Island, and to foster good working
                                  relationships within the business community".

                                  We are committed to applying international standards of
                                  regulation and supervision across all areas of our work. This
                                  is essential if the integrity of the Isle of Man's financial
                                  system is to be maintained and access to other markets
                                  increased. The Commission's leadership in offshore markets
                                  over many years has done much to enhance its reputation
                                  internationally.
Number of registration offices:   One
Jurisdiction of registration      Isle of Man
offices
Contact details for general       Companies Registry, P.O. Box 345, Finch Hill House, Finch
enquiries                         Road, Douglas, Isle of Man IM99 2QS.

                                  Telephone: +44 (0) 1624 689389
                                  Facsimile: +44 (0) 1624 689397
                                  E-mail:    companies@fsc.gov.im
                                  Website: http://www.fsc.gov.im

                                  Financial Supervision Commission, P.O. Box 58, Finch Hill
                                  House, Finch Road, Douglas, Isle of Man IM99 1DT.

                                  Telephone: +44 (0) 1624 689300
                                  Facsimile: +44 (0) 1624 689399
                                  E-mail:    fsc@.gov.im
                                  Website: http://www.fsc.gov.im
Are any functions sub-            No
contracted to other bodies? (If
so, please give details.)
Is there a single access point    Registrations take place in the Companies Registry
(or ‘one-stop shop’) for
entrepreneurs establishing a      Department of Trade & Industry - Economic Development
new business?
                                  Group

                                  The aim of the Economic Development Group is to
                                  encourage the growth and diversification of the economy
                                  through the development of existing businesses and the
                                  pursuit of new opportunities. Promotional and marketing
                                  activities are undertaken to encourage the development of
                                  the industrial and film & media sectors and in connection
                                  with opportunities related to e-commerce.

                                  The Group manages a range of schemes and initiatives to
                                  encourage new businesses to start-up on the Island and
                                  existing ones to invest in new technologies and working
                                  practices in order to be more efficient and competitive. In
                                  conjunction with the Department's industrial consultants, the
                                  Group undertakes the financial appraisal of projects
                                  submitted for financial assistance.

                                  The Group is also responsible for the management of all
                                  mineral resources vested in the Department, development of
                                  the retail sector and a range of industrial property owned by
                                  the Department including administration of the lease on the
                                  Isle of Man Freeport.



                                                                                         2
                                   Address:
                                   Hamilton House
                                   Peel Road
                                   Douglas
                                   Isle of Man
                                   IM1 5EP

                                   Telephone : + 44 (0) 1624 687179

                                   Fax : + 44 (0) 1624 687171

                                   Email Address: development@dti.gov.im

                                   Website: http://www.gov.im/dti/

                                    Group Manager:                      Neil Wilson
                                    Development Manager (Industry)      Elaine Wood
                                    Development Manager (Film & Media) Hilary Dugdale
                                    Contracts Manager (Film & Media)    Nick Cain
                                    Development Manager (IT/e-commerce) Brian Hammond
                                    Manager Manx Multimedia Centre      Julie Laslett
                                    Online Gaming Ambassador            John Gilmore

                                   The following Department is tasked to facilitate the ongoing
                                   development of the Isle of Man as a leading international
                                   finance centre and can provide general help and assistance.

                                   Isle of Man Finance, 2nd Floor, Illiam Dhone House, 2
                                   Circular Road, Douglas, Isle of Man, British Isles, IM1 1PG
                                   Telephone: + 44 (0) 1624 686400
                                   Facsimile: + 44 (0) 1624 686454
                                   E-mail: enquiries@isleofmanfinance.com
                                   Website: http://www.gov.im/iomfinance/


Is there a single registration     No
form for all types of business?

Incorporation (legal entities) – see Part 2 for list of entities

Which methods of application       Post or Personal Application. Statutory documents must
are available? (For instance,      have original signatures.
web-based, e-mail, fax, post,
personal application).
Where it is possible to find out   Information is available on the Commission’s web site,
what is needed for                 www.fsc.gov.im, which also contains details of licensed
incorporation? (For instance, a    Corporate Service Providers.
web site, guidance notes, a
lawyer)
                                   @


                                                                                         3
                                  Isle of Man Finance, 2nd Floor, Illiam Dhone House, 2
                                  Circular Road, Douglas, Isle of Man, British Isles, IM1 1PG
                                  Telephone: + 44 (0) 1624 686400
                                  Facsimile: + 44 (0) 1624 686454
                                  E-mail: enquiries@isleofmanfinance.com
                                  Website: http://www.gov.im/iomfinance/

                                  @

                                  The Isle of Man Law Society
                                  27 Hope Street
                                  Douglas
                                  Isle of Man
                                  IM1 1AR
                                  Telephone: +44 (0) 1624 662910
                                  Facsimile: +44 (0) 1624 679232
                                  E-mail: enquiries@iomlawsociety.co.im
                                  Website: http://www.iomlawsociety.co.im/index.htm

                                  @

                                  The Association of Corporate Service Providers Limited, PO
                                  Box 175, 12-14 Finch Road, Douglas, Isle of Man, IM99
                                  1TT, British Isles
                                  Telephone: +44 (0)1624 628131
                                  Facsimile: +44 (0)1624 627556
                                  E-mail: mlambden@acsp.co.im
                                  Website: www.acsp.co.im


                                  Add DTI?

Is information available in the   The Isle of Man Government’s web site at www.gov.im has
same way on other aspects of      links to all relevant Government Departments, for example:
setting up a business (such as
licensing, taxation, financing,
employment)?
                                  Isle of Man Finance website
                                  www.isleofmanfinance.com

                                  Treasury website
                                  www.gov.im/treasury

                                  E-business website
                                  www.gov.im/ebusiness

                                  Income Tax website
                                  www.gov.im/treasury/incometax

                                  Customs and Excise website
                                  www.gov.im/treasury/customs


                                                                                       4
                                  Economic Affairs Division web site
                                  www.gov.im/treasury/economic/

How can an applicant check        The availability of a proposed name can be checked on our
whether a name is available?      web site, by sending in an e-mail, fax or letter, or by visiting
(For instance, from a web site,   the CR in person. There is no charge.
by telephone enquiry, by
personal visit) Is there a fee
for the service?                  Telephone: +44 (0) 1624 689389
                                  Facsimile: +44 (0) 1624 689397
                                  E-mail:    companies@fsc.gov.im
                                  Website: http://www.fsc.gov.im

Can an applicant check the        An applicant can check the proposed name by visiting or
proposed name against             writing to:
registered trademarks? If so,
how?
                                  The Patent Office
                                  Concept House
                                  Cardiff Road
                                  Newport
                                  South Wales
                                  NP10 8QQ
                                  United Kingdom

                                  Telephone: 0845 9 500 505
                                  International callers: +44 (0)1633 813930
                                  Fax: +44 (0)1633 813600

                                  Or by visiting their web site at:

                                  http://www.patent.gov.uk/index.htm

                                  Or

                                  Office for Harmonization in the Internal Market (Trade
                                  Marks and Designs)
                                  Avenida de Europa, 4
                                  E-03008 Alicante
                                  SPAIN

                                  Telephone: + 34 96 513 9100
                                  Fax: + 34 96 513 1344

                                  Or by visiting their web site at:

                                  http://oami.eu.int/en/dialog.htm
Is it possible to reserve a       Names can be reserved for 1 month and extended for a
name? If so, for how long? Is     further month on request. There is no charge.
there a fee for this service?



                                                                                           5
Is it necessary to use a          It is not necessary to use a Notary.
notary? If so, what does the
notary do (for instance,          Incorporation papers can be prepared and submitted by
prepare documents or just
                                  anyone with the relevant knowledge and experience.
witness signatures)?
                                  However, anyone who does so as a business must be
                                  licensed as a Corporate Service Provider by the
                                  Commission. A resident of the Isle of Man must submit the
                                  ‘Statement of First Director and Secretary’.

                                  Documents can be declared before a Commissioner of
                                  Oaths, Notary Public or a Justice of the Peace.

Is it necessary (or usual) to     All Isle of Man companies must have a registered office in
use any other type of             the Isle of Man. The officers of the company are not
intermediary? If so, what is      required to have a residential address in the Isle of Man, so
their function?
                                  will use a professional agent, a Corporate Service Provider,
                                  who may also be an Advocate, accountant or professional
                                  adviser and must be licensed by the Commission.

                                  All institutions and persons conducting regulated activities,
                                  for example, acting as a corporate service providers,
                                  conducting banking or investment business are required
                                  under the respective legislation and regulatory codes to have
                                  in place adequate policies, procedures and practices for the
                                  deterrence and prevention of money laundering and the
                                  financing of terrorism.

What is the minimum capital (if   A Company limited by shares is probably the most popular
any) required for a company to    type of trading company formed today with the liability of
be incorporated? If this varies   its members limited to the amount unpaid on shares they
according to the type of
company, please explain.
                                  hold. The standard authorised capital on formation is usually
                                  £2,000 divided into 2,000 shares of £1 each. This attracts the
                                  minimum amount of Capital Duty payable on formation.

                                  Companies limited by guarantee have no predetermined
                                  capital and thus no shares. Members' liability is limited to
                                  the amount they have agreed to contribute to the company's
                                  assets if it is wound up. Essentially used as a mutual
                                  company for charitable, quasi-charitable, non profit or social
                                  purposes, this form of company can be utilised to great
                                  effect for tax planning purposes by means of pledged
                                  payment to the collateral of the company.

                                  It is also possible to have a company limited by guarantee
                                  AND having a share capital. This type of company is
                                  commonly known as a "Hybrid company", combining the
                                  features of both companies limited by shares and companies
                                  limited by guarantee. Members consist of those whose
                                  liability is limited to the amount unpaid on shares which



                                                                                          6
                                  they hold, and those whose liability is limited to the amount
                                  they have agreed to contribute to the company's assets if it is
                                  wound up. The flexibility provided by this form of company
                                  structure has led to its increasing use as a ‘Foundation’, a
                                  popular alternative to the discretionary trust and for
                                  proprietary purposes.


How long does it take to          Subject to prior name approval, all incorporation papers
process the registration (from    delivered before 1.00pm will be processed on the same day;
the time it is received to the
time the certificate or
                                  Subject to prior name approval, all incorporation papers
confirmation of registration is
issued)? Are there public         delivered after 1.00pm will be processed before 1.00pm the
targets? (If so, are these set    next working day;
by the legislation? What
happens if they are missed?)      Certificates of Incorporation will be available by noon the
                                  next working day after the documents have been processed;

                                  CR performance is subject to annual review by the Board of
                                  Commissioners. This is the first year we have issued formal,
                                  published targets. The publication of targets is voluntary,
                                  and the target times are set at the discretion of the
                                  Commission, after consultation with local industry.

What fees are payable for         Fees payable on the incorporation of a company having a
incorporation?                    share capital will depend on the amount of the nominal
                                  capital. For a company with nominal capital of £2,000 or
                                  less, the duty will be £125. A further £55 will be payable to
                                  cover the cost of registration of the names of the first
                                  directors, secretary and registered office, giving a total
                                  incorporation fee of £180.

                                  Companies having a higher nominal capital will pay an
                                  additional £15 duty per £1,000, or part thousand pounds, of
                                  share capital up to a maximum company duty payment of
                                  £5000. NB: In calculating duty payable on new companies
                                  or an increase in capital, the nominal capital will be rounded
                                  up to the next thousand – e.g. £2,400 would be rounded up
                                  to £3,000 and charged accordingly.

                                  The fee to incorporate a company not having a share capital
                                  is a flat fee of £125 plus a further £55 for the registration of
                                  the names of the first directors, secretary and registered
                                  office, giving a total incorporation fee of £180.


May the company start             If the company is going to conduct any licensable business,
business as soon as the           for example banking, investment, gaming, insurance etc. it
registration is completed (or     will be required to obtain the appropriate licence before it
does it need to ‘register’ with


                                                                                            7
other bodies first)?                 starts to conduct business.

                                     There may also be restrictions on public companies that
                                     have issued a prospectus.

Does the registry inform other       Companies are not obliged to disclose their primary business
government bodies that               activity when they are incorporated. Isle of Man companies
registration has taken place? If     have all the rights, powers and privileges of an individual
so, which bodies (for instance,
                                     (s.2 (1) Companies Act 1986).
tax authority, statistical office,
social security etc)? If so, how
is this done (electronic transfer    However, if the name implies the company will be
or other means)?                     undertaking a regulated activity or the CR is made aware of
                                     its proposed primary business during the incorporation
                                     process, it will inform the appropriate body.

Do other bodies have direct          Yes, the CR ‘s database is available to all Government
access to the registry               Departments and Statutory Boards. An abbreviated version
database? If so, which               is also available on-line. Copies of all public documents can
bodies?
                                     be purchased on-line, at the CR in person and requisitions
                                     can be made by post, e-mail and fax.




                                                                                            8
Registration (individuals and non-legal entities) – see Part 2 for list of entities


Methods of registration           Registration of Business Names Act
(electronic, post, personal
application)                      Registration by individual or partnership trading under a
                                  name other than their true names.

                                  Registration by personal application, which can be delivered
                                  or sent in by post. Original signatures are required.
Time to process registration      24 hours
Registration fee                  £35
May the company start             If the business is going to conduct any licensable business,
business as soon as the           for example banking, investment, gaming, insurance etc. it
registration is completed (or     will be required to obtain the appropriate license before it
does it need to ‘register’ with
                                  starts to conduct business.
other bodies first)?

Information provided by the       Details of the registration will be available on our systems,
registry to other government      which are available to every Government Department and
bodies.                           Statutory Board. If we believe the business will be
                                  undertaking a regulated activity we will inform the
                                  appropriate body.
Other filings

When are company accounts         The annual return is due on the anniversary of incorporation
due?                              (the return date) and should include audited accounts for the
                                  previous year in the case of public companies only. Private
                                  companies are required to confirm that they have complied
                                  with their statutory obligations to prepare and audit
                                  accounts. The annual return is due for filing within 1 month
                                  of its return date.
Is there a standard year-end      No
for accounts?
Are there any other annual (or    No, but notification must be filed when any of the following
periodic) filings?                occur:

                                  Changes in location of the registered office.
                                  Changes in identity of directors* and secretary.
                                  The allotment and issuing of shares.
                                  The creation of classes of shares or the reorganisation of the
                                  share capital.
                                  Change of name.
                                  Liquidation and winding up.
                                  Issue of Debentures, mortgages and charges.
                                  Issue of a Prospectus of a public company or statement in
                                  lieu of prospectus.
                                  Amendment to the constitution documents.



                                                                                          9
Are mortgages or charges          They are filed on the company file and are available for
against company property filed    inspection. Charges over land in the Isle of Man are also
on the company file (or           filed with the Land Registry.
elsewhere)?
What services are available for   Not Available yet.
electronic filing?
Apart from incorporation          Not Available yet.
documents, which documents
can be filed electronically?
How is electronic filing          Not Available yet.
authenticated?

Official Gazette

Gazetting arrangements            Information is available in the Companies Registry, on the
                                  Commission’s web site and in the local press.




                                                                                       10
Company information



Web site address                    www.fsc.gov.im
Company data provided free          The system provides the following basic free information about
on web site                         Isle of Man incorporated companies, business names, foreign
                                    companies that have established a place of business in the Isle
                                    of Man and LLCs:

                                    Name
                                    Registration number
                                    Date of incorporation or registration
                                    Address
                                    Company type
                                    Presence of charges
                                    Presence of liquidator or receiver
                                    Previous names
                                    If subject to strike off
Company data provided from          The system also allows the purchase of copies of any and every
web site against payment            document that has been submitted and accepted against the
                                    company file.


Payment methods (accounts,          In the Companies Registry - cash, cheque, debit and credit
credit cards etc)                   cards and pre-paid accounts.

                                    Requests for information by post, e-mail and fax – cheque,
                                    debit and credit cards.

                                    On-line searches – credit and debit card via World Pay and
                                    Future Pay
Company data available in           A search room is available in the office, which provides access
other ways                          to all information held in the Companies registry.

                                    Dissolved company files have not been scanned and are
                                    available in paper form, as are documents held in the Registry
                                    of Business Names and the Register of Industrial Societies

                                    The information is available in the Companies Registry or
                                    requests for copies can be submitted by post, e-mail and by fax
                                    – cash, cheque, debit and credit cards.

                                    The CR will provide a ‘Certificate of Fact’. This is a signed
                                    and dated summary of core information on the company file. It
                                    includes the names and addresses of directors, secretary,
                                    shareholders, details of charges and anything adverse, for
                                    example the appointment of a liquidator or receiver. In some
                                    jurisdictions these are referred to as certificates of good
                                    standing.
Does the registry participate in    No
the European Business
Register (a) as a data supplier,
(b) as a data distributor, (c) as                                                        11
a member of EBR EEIG?
Any other information

Does the enclosed summary        Yes
of the procedures necessary
to establish a new business as
a limited company accurately
reflect the current situation?
Is there anything else you       The CR will introduce an on-line incorporation and filing
would like to add to help us     system within the next 3 years.
understand how your
procedures work? (Please
send us other documents if
this helps.)




                                                                                     12
PART 2 - TYPES OF BUSINESS REGISTERED AND LEGISLATION GOVERNING REGISTRATION

        Type of entity              Principal legislation      No. on         No.       Comments
                                                              register   incorporated
                                                                          in previous
                                                                              year
                    Date/year                                 31.12.04      2004
Legal entities:

Companies                       Companies Acts 1931 - 2004    32,726        2,593

LLCs                            Limited Liability Companies     529          51
                                Act 1996
Business Names                  Registration of Business       6,816         722
                                Names Acts 1918 & 1954
Limited Partnerships            Partnership Act 1909            125          24
Foreign Companies               Part XI - Companies Acts       1,537         192
                                1931
Industrial Societies (Co-       Industrial & Building            7            0
Operatives)                     Societies Acts 1892 to 1979

Other types of business requiring registration:




                                                                                                   13
                                                                YES   NO          Remarks
PART 3 – DETAILS

Input of information
Formats of documents and information received from
applicants, entrepreneurs and legal entities

Paper

Printed registration form completed by hand                     Y
Printed registration form completed on typewriter               Y
Printed documents in free format (statutory documents,          Y
accounts, meeting protocols)
Hand written documents                                          Y
Certified copies of documents                                   Y          When appropriate
Electronic

Electronic files in RTF, Word, Excel, Lotus, PDF or other             N
electronic format
Electronic forms filed through web-sites                        Y          Name Enquiries
Electronic forms filed through proprietary software                   N    A large number of
                                                                           agents use secretarial
                                                                           packages that print out
                                                                           the appropriate
                                                                           company form. These
                                                                           then need to be signed.
SMS                                                                   N
e-mail                                                          Y          Name Enquiries
Scanned documents in TIF, JPEG, GIF, BMP, PDF or                      N
other formats
Information in proprietary formats transmitted through                N
EDI systems (such as ETABAC 3)

Information processes - Information systems structure

Is there a single (unified) national register?                  Y
Is there a single registration/ID number for each entity              N
which is used by all government offices?
Is all the information about business entities in the                 N    2 small registers remain
register held in electronic form?                                          to be scanned. The
                                                                           Register of Business
                                                                           Names and the Register
                                                                           of Industrial Societies
Is there a single electronic access point for all requests of   Y          The Commissions web
registration of new entities?                                              site
Are all documents scanned and stored in electronic                    N    Almost all (see above)
format?


                                                                                                      14
Are documents authenticated by an electronic signature?            N
Do you use Open Standards of network protocols (such         Y
as TCP/IP) for internal and external interchange of
information?
Do you use XML formats for interchange of data within              N
the register?
Do you use XML formats for interchange of data with                N
external public authorities (ex. Tax, Statistics, Social
Security) and other partner organisations?
                                                             YES   NO   Remarks
Output of information after registration stage

Free of charge access to basic information about             Y
registered business entities on web site of register
Possibility to order by phone information / documents        Y
from register with payment by credit card
Possibility to order information / documents from web site   Y
of register with on-line payment by credit card
Submission of annually requested information to register           N
from business entities by sending electronic documents
(RTF, Word, Excel, Lotus, PDF or scanned images of
documents in TIF, JPEG, GIF, PDF, BMP) by e-mail
Submission of annually requested information to register           N
from business entities by uploading electronic documents
(RTF, Word, Excel, Lotus, PDF or scanned images of
documents in TIF, JPEG, GIF, PDF, BMP) to web server
of register
Submission of annually requested information to register           N
from business entities by filing electronic forms on web
site of register
Authorisation to register a domain name with national        Y
extension (ex. ENTITY_NAME.FR,
ENTITY_NAME.CO.UK,) only to business entities
registered in register with the same names

Cooperation with partners


Automatic updating of data in Statistics Authority                 N
databases
Automatic updating of data in Tax Authority databases        Y
Automatic updating of data in Pension Fund databases               N
Automatic updating of data in Social Security databases            N
Automatic updating of data in Employment Department                N
authority databases
Publishing of notices about dissolved business entities      Y
Publishing of notices about business entities in process     Y
of dissolution




                                                                                  15
     Customer satisfaction measurement

     Availability of permanent or periodical statistical         Y
     information about business entities in register
     Use of analytical tools in order to evaluate data about     Y
     business entities in register
     Electronic tools for measurement of customer satisfaction   Y
     (ex. forums, on-line surveys)


     Contact point for enquiries about this form

                                                        Name     John Wilkinson
                                                      Position   Senior Manager – Companies Registry
                                                      Address    Financial Supervision Commission
                                                                 PO Box 345, Finch Hill House
                                                                 Douglas, Isle of Man IM99 2QS
                                                   Telephone     +44 1624 689343
                                                        e-mail   John.wilkinson@fsc.gov.im




Thank you for providing this information.

Please e-mail the completed form to survey@registryadvisers.com




This project is funded by the European Union.
2004-EU/UKR-03:
Support to the Development of the State Registration System of Legal Person and Natural Persons – Entrepreneurs
Project implemented by HTSPE Limited and Hypodomi Consulting S.A.
David Walke, Vladimir Abramytchev, March 2005




                                                                                                              16

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:5
posted:9/27/2012
language:Latin
pages:16