Redomiciliation to the Isle of Man (Continuing a company in the Isle of Man)

Isle of Man company law has many benefits, ideal for international asset holding and group planning.  If a company is incorporated in a different jurisdiction it is often possible to re-register and continue the company in the Isle of Man subject to its company laws.  Our experienced Corporate & Commercial Advocates can assist and advise you throughout the process, working with your chosen corporate service providers in the Isle of Man.

The Isle of Man has two separate company law regimes, under the Companies Act 1931 or the Companies Act 2006. It is possible to redomicile under either Act, although the Companies Act 2006 provides a more streamlined process in keeping with that Act’s modern approach.  For a practical comparison of the 1931 and 2006 Isle of Man Companies Acts, please read our handy guide.

To progress re-registration in the Isle of Man an application is made to the Isle of Man Companies Registry, and if consent is given, the company can (with local approval) be de-registered in its original jurisdiction and re-registered in the Isle of Man, when it will become subject to the provisions of the applicable Act as if it had been incorporated in the Isle of Man.

Read Janice Turnbull’s useful article on Companies Transfer of Domicile.

Why Choose Simcocks?

We have a dedicated Corporate & Commercial Team to advise and assist at every stage of your project.  Our lawyers have diverse experience, meaning they are capable of providing advice to large institutions, small businesses and everything in between. Many of our lawyers have worked in other jurisdictions with some having worked in international law firms and in-house with financial institutions as well as in private practice.  Our clients include public and private companies, financial institutions and other regulated entities, public sector bodies, partnerships, charities and individuals.

Get in touch with one of our highly regarded Corporate & Commercial team to discuss your redomiciliation needs today.

We provide legal opinions to financial institutions, corporate lenders, funds, money lenders and high net worth individuals. We also advise borrowers and those purchasing assets.

What is a legal opinion?

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.

AIM is the London Stock Exchange’s international market for growing companies, from venture capital-backed start-ups to well-established businesses seeking to expand.

The Exchange’s objective in setting up AIM was to offer smaller companies (in the UK and abroad and from any sector) the opportunity to access London’s capital markets via market with a pragmatic and appropriate approach to regulation.

More than 2,500 companies have joined AIM – raising billions of pounds in the process, both through initial public offerings (IPOs) and further capital raisings. Many companies have subsequently transferred to the Exchange’s Main Market.

Many of the companies listed are offshore vehicles and the Isle of Man is the leading provider of these vehicles.

Why Use Simcocks?

Simcocks is a leading Isle of Man law practice. Our Isle of Man Investment Funds and Capital Markets lawyers have an international background and are dedicated to providing expert and responsive services in relation to the listing of Isle of Man incorporated company vehicles on AIM.

Simcocks has a proven record of working in partnership with leading law firms to effect international transactions for clients, including market listings.

Our experience in this field means we can give clients the expert and responsive service they need to enable matters to be concluded swiftly and effectively.

In a typical listing, we act in conjunction with the English legal advisers to the company and provide advice and assistance on all Isle of Man aspects of the transaction. Among other matters, we will draft or review and amend the Memorandum and Articles of the company, review the admission document to ensure compliance with Manx law, review other documentation, and provide Isle of Man legal opinions.

Post listing, we continue to act as required, including in relation to further fund raisings.

Listing on AIM

A listing on AIM involves the following participants and service providers:

The Company

AIM is suitable for smaller companies from any sector and from any country. The company is likely to be advised by UK solicitors and reporting accountants and by financial public relations and investor relations consultants. Where the company is incorporated offshore lawyers in the jurisdiction of incorporation will also be employed.

The Registrar

Shares are usually in uncertificated form and title is transferred by means of an instruction issued in accordance with the rules of the CREST system. For this purpose, a registrar/CREST service provider is appointed.

The Nominated Adviser

Every company joining AIM must appoint a Nominated Adviser (known as a Nomad), which must be approved by the Exchange. The role of the Nomad includes pre-vetting of the company, assisting it through the listing process and the provision of advice and assistance post listing to ensure that the company complies with its ongoing obligations. The Nomad will appoint its own legal advisers.

The Broker

The broker is responsible for facilitating and promoting trading in the company’s shares on the market. In many cases, the broker is the same firm as the Nomad. The Broker may also appoint its own legal advisers.

The Investor

Investors range from City institutions to small investors.

The Exchange’s AIM Team

The Exchange has a specialist AIM team dedicated to providing advice, information and support for all AIM participants.

Isle of Man Companies

Isle of Man Companies suitable for listing on AIM can be incorporated under two separate pieces of legislation:

The Companies Acts 1931 – 2004 (the “1931 Act”); and

The Companies Act 2006 (the “2006 Act”; a company incorporated under this Act is sometimes referred to as a “New Manx Vehicle” or “NMV”).

There are a number of advantages of the 2006 Act, which can be found here.

Isle of Man Companies as AIM Listing Vehicles

There has been considerable growth in the number of listings based on an Isle of Man incorporated company vehicle. Indeed, it appears the Isle of Man is the offshore jurisdiction of choice for AIM listings, particularly for Eastern European, Indian, Russian and Chinese businesses.

Find out why you should use an Isle of Man Company here.

The Isle of Man is recognised throughout the world as a leading international business centre and currently holds an Aa3 credit rating from Moody’s.

Collective investment schemes (mutual funds) in the Isle of Man are regulated by the Collective Investment Schemes Act 2008.

The Isle of Man Financial Services Authority (FSA), the regulatory authority of Isle of Man investment funds and Collective investment schemes, is committed to applying international standards of regulation and supervision across all areas of its work in order to maintain the integrity of the Isle of Man’s financial system.

The fund vehicle may be an open ended investment company (OEIC), a limited partnership or a unit trust.

An OEIC vehicle could be either a company incorporated under the Companies Acts 1931 – 2004 or the Companies Act 2006. The latter have become the “vehicle of choice” because of their simplicity of administration.

The fund’s offering document or prospectus must accurately set out all material information which is relevant for the purpose of making an informed judgement about whether to invest in the fund.

All funds will have a governing body: the board of directors of the fund in relation to an OEIC, the board of directors of the general partner in relation to a limited partnership or the board of directors of the trustee in relation to a unit trust. In addition, their operation will in most cases require the appointment of other functionaries and in some cases such appointment may be mandatory.

There are three categories of Isle of Man collective investment schemes:

• Regulated (Authorised Funds, Regulated Funds and Recognised Funds)
• Registered (Specialist Funds and Qualifying Funds)
• Unregulated (Exempt Schemes).

You can read more about them here. There have also in the past been other types of fund not mentioned (for example, Experienced Investor Funds, Full International Schemes) but these have largely been superseded (although existing funds have been permitted to continue) and are not dealt with on the Isle of Man.

The Isle of Man imposes no stamp duty and no capital or inheritance taxes. Fees payable by collective investment schemes (other than Exempt Schemes) to Isle of Man administrators and investment managers are exempt from Isle of Man value added tax (VAT).

Company law provides the framework within which much business is conducted. Company law can have relevance not only to companies but also in relation to situations involving bankruptcy, financial services regulation, and banking and finance.

Traditionally, Isle of Man company legislation has been based on English company law statutes and the English Companies Act 1929 was the foundation for the existing Isle of Man Companies Acts 1931-2004.

When the Isle of Man Companies Act 2006 came into force on 1 November 2006 it introduced a simplified corporate vehicle into Isle of Man law. Therefore, the Isle of Man now provides a parallel regime for the incorporation and registration of companies.

Key features of Companies incorporated or registered under the 2006 Act include: 

● Corporate directors are permitted (with some restrictions)
● Ability to convert 1931 Act companies into 2006 Act companies
● No statutory requirement for a company secretary
● Single member companies are permitted
● No financial assistance prohibition
● Must have a Registered Agent (see below for more detail)
● No statutory financial statements
● Capital maintenance doctrine replaced by statutory solvency test
● No audit requirement (unless shares are listed or admitted to trade on a securities market or         exchange)
● Merger and consolidation provisions are flexible and simple
● Protected cell companies are permitted without restriction to use
● No requirement for authorised share capital or capital duty
● Reduced public disclosure
● Sole director permitted.

Registered Agent

For a company incorporated or registered under the 2006 Act, a Registered Agent (“RA”) is required at all times and must hold a licence under the Isle of Man Financial Services Act 2008.

Simcocks’ Corporate and Commercial department is led by Irini Newby. Irini has extensive experience in mergers and acquisitions, disposal of business undertakings, amalgamation and reconstruction of companies, complex corporate finance transactions and advises directors and corporate service providers on matters of Manx company law.

Many of our lawyers have worked in other jurisdictions and some have worked both in-house and in a private practice.  Our lawyers have diverse experience, meaning they are capable of providing advice to both large institutions and small businesses. Our clients include public and private companies, financial institutions, public sector bodies, partnerships and individuals.

For a practical comparison of the 1931 and 2006 Isle of Man Companies Acts, please read our handy guide.

The Isle of Man is one of the premier locations for regulated online gaming in the world and Simcocks has developed specialist skills to keep pace with this vibrant and constantly evolving sector.

The internet has revolutionised online gambling and eGaming is now an international business phenomenon. The Isle of Man was one of the first jurisdictions to introduce legislation designed to regulate gambling, eGaming firms and protect customers.

As a result, Simcocks lawyers have partnered with key players in the industry to deliver creative but practical advice on the Isle of Man gambling law, regulations and the wide-ranging commercial issues connected with this sector.

Within this practice area, typical activities in which Simcocks has been involved include:

• Dealing with regulators in connection with the grant of licences and clarifying activities for which licences are not required
• Providing and obtaining opinions on the legality of structures, including sourcing legal opinions in other jurisdictions
• Negotiating and drafting commercial partnership agreements including agreements for the management of companies engaged in eGaming
• Preparing terms and conditions for companies engaged in eGaming activities
• Advising and preparing agreements in connection with the purchase and licensing of software relevant to eGaming
• Negotiating and preparing agreements in connection with the infrastructure for eGaming activities, including arrangements for payment to participate in games and for the transfer of winnings, including the integration of payment mechanisms and referral arrangements
• Dealing with matters ancillary to egaming activities, including contracts for the employment of skilled personnel, and acquiring and selling freehold and leasehold premises
• Assisting with relocation to the Isle of Man both for new set ups and transferring existing business including employment contract related issues.

Simcocks’ technical legal capabilities and resources are complemented by the legislative framework of the Isle of Man which, as a leading financial and commercial jurisdiction, provides a tax efficient environment in which to hold and exploit intellectual property rights relevant to eGaming. The Isle of Man is also supported by efficient telecommunications facilities.

The Island has been energetically encouraging the development of the sector and has some generous incentives. It offers a zero rate of corporate taxation, no Capital Gains tax, low personal tax and low betting and gaming duty.

“Simcocks has particular expertise in insurance regulation, as well the amalgamations, winding up and insolvency of insurance companies.”

Legal 500 2022

The Isle of Man is one of the world’s largest offshore life insurance jurisdictions, a position ascribed to its favourable legislation, low administration costs and excellent communications. Life insurance business, reinsurance, and the creation and management of captive insurance companies are areas of particular expertise at Simcocks.

We have a proven track record in representing insurers, reinsurers, intermediaries, brokers, private and listed companies in relation to all aspects of insurance and reinsurance.

“David Spencer leads on the insurance side and has carved a particular niche in advising on marine insurance.” – Legal 500 2022

Simcocks Director, David Spencer, is the stand out insurance lawyer on the Isle of Man. He has marine mutual insurance experience and has sat on the boards of locally and licensed insurance companies. His reputation generates many referrals and he is able to put together and lead teams who can deal with extremely complex matters. His expertise means David is often the first port of call for specialised and highly technical advice.

Simcocks is able to provide expert advice on all aspects of Isle of Man insurance law, including:

• insurance regulatory and compliance issues
• regulation of insurance intermediaries
• formation of captive and other insurance companies in the Isle of Man (protected cell, incorporated cell and standard companies)
• amalgamation of insurance companies
• winding up of insurance companies
• redomiciliation of insurance companies both to and from the Isle of Man
• corporate transactions
• portfolio transfers
• security arrangements
• reinsurance, commutation and other insurance-related arrangements and transactions
• schemes of arrangement
• policy wording
• insurance and reinsurance claims.

The Simcocks Litigation & Dispute Resolution team also advises insurers and insureds on all aspects of insurance litigation. Our experience in commercial and insolvency work enable us to assist clients not only in dealing with their disputed claim but also in coping with cash flow, trade creditors and many other related commercial problems that often arise from the delayed settlement of an insurance claim.

At a time when your business is expanding, you want timely, accurate and competent advice covering all areas of your merger or acquisition.

Mergers and acquisitions (M&A) is a branch of corporate law dealing with companies that are purchasing and/or merging with other companies. M&A transactions are among the most complex and significant events in the life of a firm —  the internal and external consequences  need to be managed well.

Decades of experience partnering with business at various stages of development, from new projects to some of the largest operational expansions, means we understand the drivers, the challenges and the obstacles.

Our corporate lawyers can assist with the legal advice associated with financing of mergers and acquisitions and can provide advice concerning the drafting, negotiation, and performance of contracts for the sale and purchase of a business or company.

Our assistance may well include:

• Identifying the client’s business objectives
• Identifying the legal issues
• Advising on the transaction and possibly negotiation
• Conducting due diligence reviews.

Led by Simcocks Director, Irini Newby, our corporate team has years of experience helping companies and a variety of other parties with their M&A needs.

We have extensive experience in mergers and acquisitions, disposal of business undertakings, amalgamation and reconstruction of companies, complex corporate finance transactions and advising directors and corporate service providers on matters of Manx law.

As M&A transactions can have a range of technical considerations that need to be addressed. We have specialists across many areas such as property, employment, pensions and regulation. Our corporate team ensure that their advice is properly coordinated and focused upon achieving our clients’ goals.

Simcocks’ pension lawyers have the ability, experience and technical expertise to advise corporate clients, pension fund trustees and members on a wide range of contentious and non-contentious issues including:

• Isle of Man pension law
• Establishment
• Tax approval
• IPA authorisation and contracting out
• Scheme mergers, restructuring and winding up (solvent and insolvent)
• Scheme deficit and surplus
• Corporate sales, acquisition and restructuring
• Pension scheme buy outs and buy ins
• Executive severance and advice relating to professional advisers and investment management.

The Isle of Man is one of the few offshore jurisdictions with a dedicated and comprehensive regulatory regime for both domestic and international pension arrangements. Simcocks has considerable experience in providing legal advice on pension schemes in the Isle of Man.

Our leading pensions team provides technical yet pragmatic advice to companies, employers, trustees and administrators on all aspects of pensions law and regulatory issues.

Our expertise includes advice on the management of pensions involving M&A transactions, reorganisations, employer debts, cross-border issues, and ranges from the establishment of new schemes and changes to existing schemes to the winding up process.

We are advising the trustees of an insolvent Isle of Man defined benefit contracted out occupational pension scheme on its winding up, including equalisation,  BPA agreement and other issues. We have advised the employer and sponsor of an international pension scheme on claims against the trustees in respect of the administration of the scheme. By way of other examples, we have advised several pension providers in relation to drafting and updating the rules of their pension schemes, the introduction of an Isle of Man section of a group pension scheme, and administration outsourcing.

Simcocks often works closely with its corporate colleagues on cross-border, complex commercial transactions that will need the input of pension experts as well as those in commercial property and employment.

We benefit from having pension litigation experience, having dealt with many types of pension and trust related claims.

Several of our lawyers are also members of the Pensions Management Institute and the Chartered Insurance Institute.

The Challenge

Simcocks recognises that often your most valuable asset is your land. What that land is worth, however, will be dependent on what you can do with it. We understand both the practical and legal aspects of the planning system and how to use it to its best advantage – this will often be crucial to the success of development or the value and enjoyment your property can offer.

We recognise that clients need lawyers with expertise in the complex, procedural and legal matrix connected to planning. Simcocks is experienced in presenting both written and oral submissions to those who make decisions, whether that is the Planning Inspector, a Minister or the Isle of Man High Court.

The Response

Simcocks has represented all of the various parties involved in property transactions including sellers, buyers, developers, investors, lenders, borrowers, landowners, landlords, tenants and local authorities to find practical and commercial solutions to their needs.

Simcocks works in conjunction with clients and appropriate experts and professionals to identify the best strategy and response to an issue. This includes dealing with challenges to a planning application, pursuing an application and responding or initiating the Appeal/Review process and making a challenge before the Courts by way of Petition of Doleance, often referred to as Judicial Review.

The Experience

Simcocks’ expertise gained at all levels and in all fields of the work we undertake is a common shared resource, which results in a strong collegiate approach to problem solving and the creation of the best tactical strategies for your business.

We can advise on property transactions in both jurisdictions and we have seen a growth recently in the number of Isle of Man based clients who have found it more convenient and quicker to deal with a locally based law practice for the acquisition and sale of UK property.

Areas of Advice

• Planning Applications
• Court work
• Compulsory purchase rights and the acquisition of land
• Public inquiries/planning appeals
• Petition of Doleance (Judicial Review) proceedings in the Isle of Man High Court