Companies (Transfer of Domicile) Act 1998

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AT 6 of 1998

COMPANIES (TRANSFER OF DOMICILE)

ACT 1998

Companies (Transfer of Domicile) Act 1998 Index


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COMPANIES (TRANSFER OF DOMICILE) ACT 1998

Index Section Page

PART 1 – CONTINUATION OF OFFSHORE COMPANIES 5

1 Application of Part 1 ...................................................................................................... 5
2 Application for consent to be continued in the Island .............................................. 6
3 Consent ............................................................................................................................. 7
4 Registration ...................................................................................................................... 7
5 Effect of continuance ...................................................................................................... 8
6 Consequences of continuance of offshore company .................................................. 8
PART 2 – DISCONTINUATION OF ISLE OF MAN COMPANIES 10

7 Application of Part 2 .................................................................................................... 10
8 Application for consent for discontinuance .............................................................. 10
9 Grant of consent ............................................................................................................ 12
10 Documents to be filed .................................................................................................. 12
11 Effect of discontinuance ............................................................................................... 13
12 Restrictions on continuance of Isle of Man company .............................................. 13
13 Consequence of discontinuance of Isle of Man company ....................................... 13
PART 3 – MISCELLANEOUS AND GENERAL 14

14 Review of decisions ...................................................................................................... 14
15 Indemnity for Treasury and for Department ............................................................ 14
16 Regulations .................................................................................................................... 14
17 Interpretation ................................................................................................................. 14
18 Financial provision ....................................................................................................... 15
19 Short title and commencement ................................................................................... 15
ENDNOTES 17

TABLE OF LEGISLATION HISTORY 17
TABLE OF RENUMBERED PROVISIONS 17
TABLE OF ENDNOTE REFERENCES 17
Index Companies (Transfer of Domicile) Act 1998


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Companies (Transfer of Domicile) Act 1998 Section 1


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COMPANIES (TRANSFER OF DOMICILE) ACT 1998

Received Royal Assent: 28 April 1998
Passed: 28 April 1998
Commenced: 1 June 1998
AN ACT
to permit the continuation and discontinuation of companies; and for
connected purposes.
GENERAL NOTE:
The Insurance Act 2008 Sch 4 modifies this Act insofar as it applies
to bodies corporate. See Sch 4 of that Act for the effect of the modifications, particularly
with regard to the disapplication of s 14 (para 6) and construction of various terms
(paras 7-10).
PART 1 – CONTINUATION OF OFFSHORE COMPANIES

1 Application of Part 1

(1) This Part shall apply in respect of a body corporate —
(a) which is incorporated outside the Island; and
(b) does not carry on —
(i) [Repealed]1

(ii) insurance business within the meaning of section 54 of the
Insurance Act 2008; or2

(iiA) [Repealed]3

(iii) [Repealed]4

(iv) such other business as may be prescribed.5

(2) Subsection (1)(b)(iii) does not apply in respect of a body corporate which
is regarded as constituting a collective investment scheme under the
Collective Investment Schemes Act 2008.6

(3) In this Act, a body corporate to which this Part applies is referred to as
an “offshore company”.

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2 Application for consent to be continued in the Island

(1) An offshore company may apply to the Department for consent to be
continued in the Island as a company to which the provisions of the
Companies Acts and any other relevant laws of the Island shall apply.7

(2) An application for consent shall be in such form as the Department may
require and shall be accompanied by —
(a) a memorandum of continuance in such form and containing such
particulars as may be required by regulations made by the
Department;8

(b) proof to the satisfaction of the Department that the offshore
company has obtained all necessary authorisations required
under the laws of the country in which it was incorporated to
enable it to make the application;9

(c) financial statements of the offshore company prepared for a
period ending within 12 months of the date of the application and
audited to the satisfaction of the Department;10

(d) details of all charges created by the offshore company to which
section 79 of the 1931 Act would apply if the company had been
incorporated in the Island indicating the order in which they will
be registered under section 4(1)(d);
(e) the written consent to —
(i) the making of the application; and
(ii) the order of registration specified in accordance with
paragraph (d),
by the holders of all charges created by the offshore company to
which section 79 of the 1931 Act would apply if the company had
been incorporated in the Island; and
(f) a certificate signed by an advocate to the effect he has made such
enquiries as are reasonable in the circumstances and as a result of
those enquiries believes —
(i) that the application complies with the requirements of this
Part; and
(ii) that matters precedent and incidental thereto have been
complied with; and
(g) such other information and documents as the Department may
require.11

(3) Not more than 3 months prior to an application under subsection (1), the
offshore company shall cause to be published in —
(a) 2 newspapers published and circulating in the Island; and
(b) one newspaper circulating throughout the country or territory in
which the offshore company is incorporated,
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an advertisement announcing its intention to continue the company in
the Island in accordance with this Part and specifying its name and
principal place of business.
(4) The Department may waive the requirements of subsection (3) if it
considers that the circumstances are such that it is reasonable to do so.12

(5) In this Act, an offshore company which is continued in the Island in
accordance with this Part is referred to as “a continued company”
.
3 Consent

(1) In relation to every application under section 2(1), the Department shall,
after considering the application and after making such other enquiries
as it thinks appropriate either grant its consent or refuse the
application.13

(2) A consent or refusal under subsection (1) shall be in writing.
(3) A consent under subsection (1) shall, subject to there being no material
change in the information contained in the documents submitted with
the application, be valid for a period of 3 months from the date of the
consent being granted.
4 Registration

(1) During the period mentioned in section 3(3) and subject to the provisions
of that subsection, an offshore company may deliver to the
Department —
(a) the consent under section 3(1); and
(b) the memorandum of continuance; and
(c) articles of association (if any) which conform to the requirements
of the Companies Acts and to other applicable laws of the Island;
(d) particulars, in the form prescribed for the purposes of section 79
of the 1931 Act, of any existing charge of a description specified in
subsection (2) of that section;
(e) a statutory declaration (dated not more than 7 days before such
delivery) by a director of the offshore company that there has
been no material change in the information contained in the
documents submitted with the application.14

(2) On delivery of the consent, memorandum, articles of association (if any),
particulars (if any) and statutory declaration under subsection (1), the
Department shall register the memorandum of continuance and —
(a) issue a certificate of registration of the memorandum of
continuance in such form as may be required by regulations made
by the Department; and15

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(b) enter in the register of charges under section 82 of the 1931 Act, in
such order as the offshore company may instruct, the particulars
of charges delivered under subsection (1) of this section, and issue
a certificate under section 82(2) of the Companies Act 1931 in
respect of each such charge.16

(3) The memorandum of continuance shall be deemed to be the
memorandum of association of a continued company in lieu of its
memorandum of association or other constituting document.
(4) Without prejudice to section 5(1), where no articles of association have
been delivered to the Department under subsection (2), the articles of a
continued company shall be in the appropriate form prescribed under
section 7 of the Companies Act 1986 until it adopts articles of association
which conform to the requirements of the Companies Acts and any other
applicable laws of the Island.17

(5) A continued company shall, within 14 days of the date of the certificate
of registration under subsection (2)(a), forward a copy of it to the
competent authority in the country or territory from which the body
corporate has been continued.
5 Effect of continuance

(1) On the date of the certificate of registration under section 4(2)(a) the
offshore company will become a company to which the Companies Acts
and all other laws of the Island apply as if it was incorporated under the
Companies Acts as a company to which Part I of the Companies Act 1986
applies.
(2) The provisions of the Companies Acts relating to the memorandum of
association of companies shall, with the necessary modifications, apply
to a memorandum of continuance.
(3) The provisions of the Companies Acts relating to a certificate of
incorporation shall, with the necessary modifications, apply to a
certificate of registration under section 4(2)(a).
(4) Without prejudice to the generality of subsection (1), where particulars of
an existing charge have been delivered to the Department under section
4(1)(d), that charge shall not be treated as void against a liquidator or any
creditor of the company under section 79(1) of the 1931 Act.18

6 Consequences of continuance of offshore company

(1) Upon continuance of an offshore company as a company under the
Companies Acts —
(a) the property of the offshore company continues to be the property
of the continued company;
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(b) the continued company continues to be liable for the obligations
of the offshore company;
(c) any existing cause of action, claim or liability to prosecution in
respect of the offshore company is unaffected;
(d) any civil, criminal or administrative action or proceeding pending
by or against the offshore company is unaffected; and
(e) any conviction against, or any ruling, order or judgment in favour
of or against the offshore company may be enforced by or against
the continued company.
(2) The registration of the continuance of an offshore company under this
Part shall not be deemed to —
(a) create a new legal entity, or
(b) prejudice or affect the continuity of the body corporate which was
formerly an offshore company and becomes a continued
company.
(3) The courts shall apply the laws of evidence and the rules of procedure
with the intent that no claimant against the continued company shall be
prejudiced in pursuing in or under the laws of the Island a claim that
existed prior to the date of continuance and which could have been
pursued under the laws then governing the offshore company.
(4) Notwithstanding section 1 of the Judgments (Reciprocal Enforcement) (Isle
of Man) Act 1968, Part I of that Act applies in respect of judgments of any
court outside the Island if —
(a) the judgment debtor is an offshore company which has become a
continued company; and
(b) the judgment is given (whether before or after the commencement
of this section) in proceedings in respect of a cause of action
arising before the date of the certificate of registration issued in
respect of the continued company under section 4(2)(a); and
(c) at the time when the cause of action arose, the company was
incorporated in, or had its principal place of business in the
country of the relevant court; and
(d) the judgment is final and conclusive as between the parties to it;
and
(e) there is payable under the judgment a sum of money.
(5) For the purposes of subsection (4)(d), a judgment shall be deemed to be
final and conclusive notwithstanding that an appeal may be pending
against it, or that it may still be subject to appeal, in the courts of the
country of the original court.
(6) Subsection (4) applies in respect of judgments for taxes or other charges
of a like nature or in respect of a fine or other penalty as it applies in
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respect of any other judgment under which there is payable a sum of
money.
(7) Except as provided by subsection (8), section 1 of the Judgments
(Reciprocal Enforcement) (Isle of Man) Act 1968 shall not apply in respect of
any judgment to which subsection (4) applies.
(8) Where, apart from this section, Part I of the 1968 Act applies to a
judgment of any court, this section shall be treated as additional to and
not in derogation of such application of that Part.
PART 2 – DISCONTINUATION OF ISLE OF MAN COMPANIES

7 Application of Part 2

(1) This Part shall apply in respect of a body corporate —
(a) which is incorporated under the Companies Acts; and
(b) is not —
(i) [Repealed]19

(ii) authorised under section 8 of the Insurance Act 2008 to
carry on insurance business; or20

(iii) [Repealed]21

(iv) such other class of company as may be prescribed.22

(2) Subsection (1)(b)(iii) does not apply in respect of a body corporate which
is regarded as constituting a collective investment scheme under the
Collective Investment Schemes Act 2008.23

(3) In this Act, a company to which this Part applies is referred to as an “Isle

of Man company”
.
8 Application for consent for discontinuance

(1) An Isle of Man company may apply to the Department for consent to be
continued in a country or territory outside the Island as if it had been
incorporated under the laws of that other country or territory and to be
discontinued under the Companies Acts.24

(2) An application for consent shall be in such form as the Department may
require, and shall be accompanied by —
(a) a certified copy of a resolution of the members passed by a
majority vote of 75% of each class of members and authorising the
continuance of the company in a named country or territory
outside the Island;
(b) statutory declarations by all the directors of the company that —
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(i) the company is solvent and can meet all of its liabilities and
obligations; and
(ii) that the discontinuance will not adversely affect the
interests or rights of, creditors and shareholders; and
(c) a copy of a notice published at least 14 days prior to the
application in —
(i) 2 newspapers published and circulating in the Island; and
(ii) one newspaper circulating throughout the country or
territory in which the Isle of Man company is to be
continued,
to the effect that the company intends to cease to be registered in
the Island, to continue in the named country or territory outside
the Island and that interested persons may make comments to the
Department during the 10 days following the publication of the
notice;25

(d) an irrevocable and legally binding undertaking executed by the
company and its directors under which —
(i) the company and each of its directors agree to accept
service of legal process in the Island in any proceeding
arising out of actions or omissions occurring prior to the
discontinuance and provision is made for the appointment
of a person within the Island as agent for the company for
the service of process for a period of not less than 3 years
from the date of discontinuance and for a signed
acceptance of the appointment;
(ii) the company and each of its directors agree that all legal
process will be accepted by them at a specified address in
the named country or territory; and
(iii) the company and such directors submit to the non-
exclusive jurisdiction of the courts of that country;
(e) a copy of a notice delivered to all shareholders of the company at
least 14 days prior to the application, to the effect that the
Department will take into consideration any comments in writing
which it receives from shareholders prior to the application;26

(f) the written consent to the making of the application by the
holders of all charges registered under section 79 of the 1931 Act;
and
(g) a certificate signed by an advocate to the effect he has made such
enquiries as are reasonable in the circumstances and as a result of
those enquiries believes —
(i) that the application complies with the requirements of this
Part; and
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(ii) that matters precedent and incidental thereto have been
complied with.27

(3) The directors of a company may, if authorised by the members in general
meeting, abandon an application for consent under this section and the
provisions of subsection (2)(a) as to majority shall apply to such
authorisation.
9 Grant of consent

(1) In relation to every application under section 8(1) the Department shall,
after considering such documents, information and copies, and after
making such other enquiries as it thinks appropriate, either grant its
written consent or refuse the application.28

(2) The Department shall not grant its consent under subsection (1) if the
applicant has not satisfied it that appropriate arrangements have been
made for the payment of all taxes, duties, rates and contributions which
are payable or may become payable to the Government or any
department, board or agent of the Government in respect of anything
done by the applicant before the date of the certificate of discontinuance
under section 10(2).29

(3) The consent of the Department shall be in such form as it may
determine.30

(4) The consent of the Department shall expire 3 months after the date of the
grant unless within that period the Isle of Man company is continued
under the laws of the named country or territory outside the Island.31

10 Documents to be filed

(1) The company shall deliver to the Department —
(a) the consent of the Department;32

(b) a copy of the instrument of continuance issued to it by the
competent authorities in the country or territory under the laws of
which the Isle of Man company is to be continued; and
(c) a declaration of discontinuance containing or attaching the
following information —
(i) a copy of the irrevocable undertaking required by
section 8(2)(d);
(ii) the name of the country or territory under the laws of
which the Isle of Man company has been continued; and
(iii) the address of the registered office or the principal
business address of the company in that country or
territory,
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not later than 1 month after the date of issue of the instrument of
continuance referred to in paragraph (b) in default of which the company
shall be liable to a default fine.33

(2) The Department shall file the instrument of continuance and issue a
certificate of discontinuance which shall be in such form as may be
required by regulations made by the Department.34

(3) A certificate of discontinuance given by the Department in respect of any
company shall be conclusive evidence that all the requirements of this
Part in respect of discontinuance and of matters precedent and incidental
thereto have been complied with, and that the company is duly
discontinued under this Part.35

11 Effect of discontinuance

(1) On the date of the certificate of discontinuance the company shall cease
to be registered as a company under the Companies Acts.
(2) The Companies Acts shall cease to apply to the Isle of Man company on
the date upon which it is continued under the laws of the other country
or territory as stated in the instrument of continuance and in the
declaration of discontinuance.
12 Restrictions on continuance of Isle of Man company

An Isle of Man company shall not be eligible for continuation as a body
corporate under the laws of any other country or territory unless at the time of
the application under section 8(1), the laws of that country or territory provide,
in effect, that when a company is continued as a body corporate in that country
or territory —
(a) the property of the company continues to be the property of the
body corporate;
(b) the body corporate continues to be liable for the obligations of the
company;
(c) any existing cause of action, claim or liability to prosecution in
respect of the company is unaffected; and
(d) any conviction against, or any ruling, order or judgment in favour
of or against the company may be enforced by or against such
body corporate.
13 Consequence of discontinuance of Isle of Man company

The discontinuance of an Isle of Man company under this Part and its
continuation in a country or territory outside the Island shall not be deemed to
operate to —
(a) create a new legal entity; or
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(b) prejudice or affect the continuity of the body corporate which was
formerly an Isle of Man company subject to the Companies Acts.
PART 3 – MISCELLANEOUS AND GENERAL

14 Review of decisions

(1) An applicant for consent under section 3 or 9 who is aggrieved by a
decision of the Department to refuse the application may apply to the
Treasury for a review of that decision.36

(2) An application under subsection (1) shall be in such form, within such
period, and subject to such conditions as may be prescribed.
(3) On the receipt of an application under subsection (1), the Treasury shall
appoint a committee of the Treasury (in this section referred to as the
'Review Committee') consisting of 3 members, at least 2 of whom shall be
independent persons of appropriate experience.
(4) The Review Committee shall conduct reviews under this section.
(5) On the determination of a review under this section the Review
Committee may confirm, vary or revoke the decision appealed against,
but any such variation or revocation shall not affect the previous
operation of the decision or anything duly done or suffered thereunder.
(6) A decision of the Review Committee on a review under this section shall
be final.
15 Indemnity for Treasury and for Department

The Treasury and the Department shall not be liable in damages for, or in
respect of, any act or matter done or omitted to be done in the exercise, or
purported exercise, of the functions conferred by or under this Act unless the
act or matter done or omitted to be done is shown to have been in bad faith.37

16 Regulations

(1) The Treasury may make such regulations as are necessary to give effect
to this Act.
(2) Regulations under this Act shall be laid before Tynwald as soon as
practicable after they are made, and if Tynwald at the sitting at which the
regulations are laid or at the next following sitting resolves that they
shall be annulled, they shall cease to have effect.
17 Interpretation

In this Act —
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“advocate
” includes a person who is registered under the Legal Practitioners
Registration Act 1986;
“the 1931 Act
” means the Companies Act 1931;
“the Companies Acts
” means the Companies Acts 1931 to 1993;
“a continued company
” has the meaning given by section 2(5);
“Department
” means the Department of Economic Development;38

“Isle of Man company
” has the meaning given by section 7(3);
“offshore company
” has the meaning given by section 1(3);
“prescribed
” means prescribed in regulations made by the Treasury;
“listed body corporate
” [Repealed]39

“securities
” means shares, stock, debentures, debenture stock, loan stock,
bonds, units of a collective investment scheme within the meaning of the
Collective Investment Schemes Act 2008 and other securities of any
description;40

“subsidiary
” shall be construed in accordance with section 1 of the Companies
Act 1974.
18 Financial provision

There shall be paid out of monies provided by Tynwald any increase in the
expenses of the Treasury and the General Registry which are attributable to
this Act.
19 Short title and commencement

(1) This Act may be cited as the Companies (Transfer of Domicile) Act 1998.
(2) This Act shall come into force on such day as the Treasury may by order
appoint and different days may be so appointed for different provisions
and for different purposes.41

Companies (Transfer of Domicile) Act 1998 Endnotes


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ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
Subpara (i) repealed by Companies, etc. (Amendment) Act 2003 Sch 2. 2
Subpara (ii) amended by Insurance Act 2008 Sch 8. 3
Subpara (iiA) repealed by Fiduciary Services Act 2005 Sch 3. 4
Subpara (iii) repealed by Companies, etc. (Amendment) Act 2003 Sch 2. 5
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 2. 6
Subs (2) amended by Companies, etc. (Amendment) Act 2003 Sch 2 and by Collective
Investment Schemes Act 2008 Sch 6. 7
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 8
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 9
Para (b) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 10
Para (c) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 11
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. Para (g) amended by Companies (Transfer of Functions) Act 2000 Sch 2
and by SD155/10 Sch 2. 12
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 13
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2.
Endnotes Companies (Transfer of Domicile) Act 1998


Page 18 AT 6 of 1998 c

14
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 15
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 16
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 17
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 18
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 19
Subpara (i) repealed by Companies, etc. (Amendment) Act 2003 Sch 2. 20
Subpara (ii) amended by Insurance Act 2008 Sch 8. 21
Subpara (iii) repealed by Companies, etc. (Amendment) Act 2003 Sch 2. 22
Subs (1) amended by Companies, etc. (Amendment) Act 2003 Sch 2. 23
Subs (2) amended by Companies, etc. (Amendment) Act 2003 Sch 2 and by Collective
Investment Schemes Act 2008 Sch 6. 24
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 25
Para (c) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 26
Para (e) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 27
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 28
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 29
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 30
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 2, by SD155/10
Sch 2 and by Interpretation Act 1976 s 16A. 31
Subs (4) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 32
Para (a) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2. 33
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by Fiduciary
Services Act 2005 Sch 3 and by SD155/10 Sch 2. 34
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Schs 1 and 2 and
by SD155/10 Sch 2. 35
Subs (3) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by
SD155/10 Sch 2. 36
Subs (1) amended by Companies (Transfer of Functions) Act 2000 Sch 2 and by
SD155/10 Sch 2.
Companies (Transfer of Domicile) Act 1998 Endnotes


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37
S 15 amended by Companies (Transfer of Functions) Act 2000 Sch 2, by Corporate
Service Providers Act 2000 Sch 3 and by SD155/10 Sch 2. 38
Definition of 'Department' inserted by SD155/10 Sch 2. 39
Definition of 'listed body corporate' repealed by Companies, etc. (Amendment) Act
2003 Sch 2. 40
Definition of 'securities' amended by Collective Investment Schemes Act 2008 Sch 6. 41
ADO (whole Act) 1/6/1998 (SD253/98).