Offshore Incorporation
LLC – Limited Liability Company

Isle of Man
LLC Incorporation

General Information

The Isle of Man, situated in the centre of the British Isles, is an internally self-governing dependent territory of the British Crown which is not and never has been part of the United Kingdom. It is however, part of the British Isles. Tynwald, the Island’s 1,000 year old Parliament, makes its own laws and oversees all internal administration, fiscal and social policies. External issues, such as foreign representation and defense, are administered on the Island’s behalf by the UK Government and the Island makes an annual payment for these services. As a British Crown dependency, the ultimate responsibility for the Island’s good government is vested in the Crown but by long standing convention, the UK Government does not legislate for the Island except with the specific consent of the Island’s Government. More information can be found at www.gov.im.

Population

The population of the Isle of Man is approximately 75,000.

Political Structure

Tynwald (Parliament) legislates on all domestic matters including taxation. Tynwald consists of two branches, known as the Upper and Lower. The Legislative Council, (Upper) consists of ten Members and is elected by the lower house, Members include the President of Tynwald, the Lord Bishop of Sodor and Man, HM Attorney General and HM Queen Elizabeth II. The House of Keys, (Lower) has twenty-four Members who are elected and serve a five-year term. HM Queen Elizabeth II holds the title Lord of Man, and is ultimately responsible for the governance of the Island. All legislation passed by Tynwald has to have Royal Assent before being enacted.

Infrastructure and Economy

There are regular daily air and ferry services to the UK and Ireland. The Isle of Man, confronted with a decline in its two principal sources of income, agriculture and tourism, now places greater reliance upon industrial investment and its financial centre activities.

Language

The official and spoken language is English.

Currency

The Manx Pound, which is on par with the UK Pound and freely exchangeable.

Exchange Control

None

Type of Law

Common Law, based on English Common Law

Principal Corporate Legislation

Limited Liability Companies Act 1996

Company Information

Limited Liability Company for International Trade and Investment

The legislation is based on US LLC legislation. Manx LLCs must have two members and appoint a local registered agent.

Procedure to Incorporate

Filing of Articles of Organization with the Registry

Restrictions on Trading

Limited Liability Companies are not permitted to:
Undertake banking or insurance activities or any other activity that might suggest an association with same without a license.
Undertake investment business other than the investment of the company’s own assets without a license.
Neither solicits funds from the public nor offer their shares or membership to the public without a license.

Powers of Company

An Isle of Man company has all the powers of a natural person.

Language of Legislation and Corporate Documents

English.

Registered Office Required

Yes, must be maintained in the Isle of Man

Shelf Companies Available

Yes.

Time to Incorporate

One to five days, subject to name approval.

Name Restrictions

A name that is similar to or identical to an existing company. A name that is known to exist elsewhere. A name that implies illegal activities. A name that implies royal or government patronage.

Many names require justification or high capitalization to allow use. Words such as “International”, “European” or other words indicating an international presence will only be approved if the Company is incorporated with an authorized capital of £100,000 which must be paid up. Exemptions can be made for LLCs.

Use of the word “Group” will only be approved if the company can provide documentary evidence that the company owns a group of companies.

Language of Name

Names can be expressed in any language using the Latin alphabet, if the Registrar of Companies is in receipt of an English translation and the name is not considered undesirable.

Names Requiring Consent or License

The following names or their derivatives require consent or a license: bank, building society, savings, loans, insurance, assurance, reinsurance, co-operative, council, Chamber of Commerce, trust, municipal and finance or their foreign-language equivalents.

Suffixes

Limited Liability Company; or LLC

Disclosure of Beneficial Ownership to Authorities

The identity of the beneficial owners of the Isle of Man Limited Liability Company may remain confidential if corporate officers are engaged to act as the members on behalf of the ultimate beneficial owners. This confidentiality is maintained as long as the company and its ultimate beneficial owners are not involved in any criminal activity.

Compliance

Taxation

LLCs are fiscally transparent and taxed as a partnership, thus an LLC with no Isle of Man resident members or business in the Isle of Man is not taxed in the Isle of Man.

VAT

Isle of Man companies may be registered for VAT purposes and the VAT prefix will be “GB”, which is recognized in Europe.

Double Taxation Agreements

Apart from a limited treaty with the United Kingdom, the Isle of Man is not party to any double tax treaties.

Financial Statements Required

Whilst there is no requirement to file audited financial statements with the authorities, it is important to note that a Limited Liability Company is required to keep financial records, which reflect the financial position of a company.

If the accounting records are kept at a place outside the Isle of Man they must be sent to the company’s registered office in the Isle of Man at not less than 6 month intervals
Failure to maintain accounts or make them available for inspection at a company’s registered office is an offence punishable by imprisonment or a fine.

The Assessor of Income Tax reserves the right to call in the financial records for inspection.

Managers

One manager – either a natural person or a corporate. They may be of any nationality or residence.

Company Secretary

Not applicable.

Members

The minimum number of members is two.

Key Corporate Features

General
Type of entity	Resident LLC
Type of law	Common
Shelf company availability	Yes
Our time to establish a new company	1 – 5 days
Minimum government fees	Nil
Corporate Taxation	Fiscally transparent
Double taxation treaty access	No
Share capital or equivalent
Standard currency	Not Applicable
Permitted currencies	Not Applicable
Minimum paid up	Not Applicable
Usual authorised	Not Applicable
Managers
Minimum number	1
Local required	No
Publicly accessible records	Yes
Location of meetings	Anywhere
Members
Minimum number	2
Publicly accessible records	Yes
Location of meetings	Anywhere
Company Secretary
Required	Not Applicable
Registered Agent
Required	Yes
Local Required	Yes
Accounts
Requirement to prepare	Yes
Audit requirements	No
Requirement to file accounts	No, but must be available for inspection in the Isle of Man
Publicly accessible accounts	No
Other
Requirement to file annual return	Yes
Change in domicile permitted	Yes