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The Manx Legal system is based on the principles of English Common Law, although English law does not extend to the Isle of Man.
Manx Company Law has been specifically developed to meet the Island's special circumstances. The Companies Acts of 1931 to 1993 define the types of companies which may be incorporated and the manner in which their affairs should be conducted.
The general rules which apply to all companies are set out below. Additionally, certain businesses such as banks and insurance companies are subject to more stringent controls.
- Registered Office. Every company must have a registered office on the Island.
- Shareholders. Every company requires a minimum of one shareholder. Shareholders can be nominees for the beneficial owner. Where there are nominee shareholders there is no requirement to disclose the names of the beneficial owners and the confidentiality of the latter is maintained.
- Directors & Secretaries. Every company requires at least two directors and a company secretary (who may be one of the two directors).
- Meetings of Directors. There are no specific limitations or requirements on the number of meetings to be held by directors, though they should be held to approve major decisions for the company. The country in which the meetings are held can be a factor in determining where the company is controlled.
- Meetings of Members. An annual general meeting of every company must be held once at least in every calendar year and not more than fifteen months after the holding of the last preceding general meeting. However the company must hold its first annual general meeting within eighteen months of incorporation. The AGM need not be held on the Isle of Man.
- Financial Records. All companies are required to keep proper financial records and audited accounts should be submitted to the shareholders at the annual general meeting. This requirement may be waived by the unanimous resolution of the shareholders - see Accounts and Exemptions below.
- Annual Returns. Every company having a share capital must file an annual return. The return discloses the names of the directors, company secretary and shareholders, these are the registered shareholders who may be nominees.
- Accounts, Audit and Exemptions. Provided that certain criteria are satisfied, non-resident companies, exempt companies, International Business Companies and Limited Liability Companies are exempt from an annual audit - also certain resident companies with a turnover less than £45,000 and investment companies where directors are shareholders.
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