We advise financial institutions, corporate lenders, funds, money lenders and high net worth individuals. We also advise borrowers and those purchasing assets.
In banking and finance matters, Isle of Man legal opinions are often sought from an advocate to confirm the capacity and valid incorporation and existence of a legal entity (whether the legal entity is a company incorporated under the Companies Acts 1931-2004 or a company incorporated under the Companies Act 2006, a limited partnership or limited liability company), established under the laws of the Isle of Man and the ability of the legal entity to enter into transactions and documents.
Isle of Man legal opinions are also often requested in connection with property transactions (for example in connection with the sale and purchase of freehold and leasehold real estate).
Information usually requested
The advocate providing the Manx legal opinion will often request some or all of the following information in connection with the transaction:
- a structure chart
- a copy of the legal entity’s constitutional documents, certificate of incorporation and any certificate of change of name, the last annual return (all of which may be obtained by undertaking a company search at the Isle of Man Companies Registry)
- draft board minutes relating to the transaction
- if relevant, a copy of any draft shareholder resolutions
- a certificate from the Registered Agent of the company (if the company is incorporated under the Isle of Man Companies Act 2006); and / or
- a certificate from a director of the company, depending on the subject matter of the opinion.
The Isle of Man advocate instructed to act would usually review any transaction documents being entered into by the Isle of Man legal entity from a Manx law perspective. If Isle of Man law security is being granted by the legal entity, the advocate acting for the bank / lender would usually be involved in drafting this documentation and negotiating its terms with the legal advisors for the Isle of Man legal entity.
Assumptions and qualifications
Isle of Man legal opinions will include a number of standard assumptions and qualifications. This is in part because only limited information may be available to the Isle of Man advocate providing the legal opinion, but also because legal opinions given may require further explanation.
The legal opinions given will be subject to a number of assumptions and qualifications, for example:
- assumptions will be made as to matters such as the genuineness and authenticity of signatures
- assumptions as to compliance with applicable laws
- assumptions that the transaction will be of commercial benefit to the relevant company
- an assumption as to the good title of the Company to the assets being secured (in respect of which the Isle of Man advocate may have limited knowledge).
Qualifications will often deal with matters such as legal limitations on the enforceability of transaction documents.
There may also be transaction-specific assumptions and qualifications included in legal opinions from time to time.