The Isle of Man: Governing Laws/Bylaws Requirements

Maintenance of Statutory Books and Documents

A company is required to keep the following documents at the office of its registered agent:

copies of the company’s memorandum and articles of association signed by each subscriber;
the company’s register of members;
the company’s register of directors;
the company’s register of charges ;
copies of all notices and other documents filed by the company pursuant to the Companies Act 2006 in the previous 6 years; - any accounting records it is required to keep under the Companies Act 2006; and an imprint of the company’s common seal. To the extent that a company’s register of members and/or register of directors do not contain details of the residential addresses of all past and present members and/or directors, the registered agent is required to maintain a separate record of such residential addresses.

Every company is also required to maintain records of minutes of meetings and resolutions of members and directors. These records are not required to be kept at the office of the company’s registered agent and may be kept at any place within or outside the Isle of Man as the directors decide. If the records are not kept at the office of the registered agent the company must provide the registered agent with a written record of the physical address of the place or places where the records are kept.

Accounting Records

The accounting requirements imposed on companies incorporated, registered or continued under the Companies Act 2006 are less prescriptive (but not necessarily less stringent) than the accounting requirements imposed upon companies incorporated under the Isle of Man Companies Acts 1931-2004.

The Companies Act 2006 requires companies to keep reliable accounting records which:

correctly explain the transactions of the company; and
enable the financial position of the company to be determined with reasonable accuracy at any time; and
allow financial statements to be prepared.

Companies are also required to retain such invoices, contracts and other information as are necessary to allow the company to document:

all sums of money received and expended and the matters in respect of which the receipt and expenditure took place;
all sales and purchases; and
the assets and liabilities of the company.

Without prejudice to the requirements of any other enactment, the accounting records must be maintained by or on behalf of the company for at least six years from the end of the financial period of the company to which they relate.

There is no statutory requirement under the Companies Act 2006 for a company to have its accounts audited if it chooses not to do so.

Electronic Records

All records required to be kept by a company under the Companies Act 2006 can be kept either in written form or wholly or partly as electronic records, provided that any electronic records comply with the requirements of the Isle of Man Electronic Transactions Act 2000 which is concerned with the integrity of electronic data.

Rights of Inspection of Statutory Books and Records

A director of a company, on giving reasonable notice, is entitled to inspect all the documents and records of the company without charge and to make copies of, or take extracts from, such documents and records.

Members of a company have slightly more restricted rights of inspection. On giving written notice to the company, a member is entitled to inspect and to make copies of, or take extracts from:

the company’s memorandum and articles of association;
the company’s register of members;
the company’s register of directors;
the company’s register of charges; and
the company’s accounting records.

The Isle of Man Financial Supervision Commission and the Attorney General have the same rights of inspection as the directors of the company and, in addition, have the right to inspect any separate record of the residential addresses of past and present members and directors of the company required to be maintained by the company’s registered agent.

Annual Return

Companies incorporated, registered or continued under the Companies Act 2006 are required to file annual returns made up to the company’s return date. The annual return must be filed with the Registrar of Companies by the registered agent within one month of the company’s return date.

In order to ease the administrative burden on registered agents, the annual return takes the form of a “shuttle return”. The Registrar of Companies extracts the information relevant to the annual return from a company’s file and asks the registered agent to confirm, add to and/or correct the information and return it to the Registrar of Companies so that the company’s up to date and correct details as at the due date can be placed on the company’s public record.

Filing Requirements

In comparison with companies incorporated under the Isle of Man Companies Acts 1931-2004, companies subject to the Companies Act 2006 are subject to reduced compulsory registry filings. However, a company is still required to file the following documents with the Registrar of Companies, all of which will be a matter of public record:

its memorandum and articles of association and any subsequent amendments;
any change in its name;
any change of its registered office address;
any change of its registered agent;
details of any charges which it creates (including any subsequent variation or release)[not a legal requirement – but the charge will be ineffective if not done];
its annual return;
any applications and filings in connection with its dissolution, restoration or winding up;
any applications and filings in connection with any re-registration, scheme of merger, consolidation or
arrangement or transfer of domicile.

A company can voluntarily elect to file a copy of its register of members and/or register of directors with the Registrar of Companies. If a company makes such an election the registers will be a matter of public record and the company must notify the Registrar of Companies of any change in those details within one month of any change being made. If a company has elected to file a copy of its register of members and/or register of directors with the Registrar of Companies it may rescind that election at any time by filing a notice to that effect with the Registrar of Companies.

In addition, if a company issues an offering document in respect of its securities, the company can voluntarily elect to file that offering document with the Registrar of Companies and that offering document will then be a matter of public record. However, there is no requirement for a company to do so.

For further information and related documents, please see:

Sources

2006 Companies Act

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