How to set up and maintain an NMV

John WilkinsonManager – Companies Registry

Financial Supervision Commission

Help and Guidance

The FSC web site - first point of reference

http://www.fsc.gov.im/companies/companiesact2006.xml

Web Site

Companies Act 2006

Regulations

Practice Notes

Forms

Fees

Contacts

John Wilkinson – 689343Clive Oldale – 689345Nick Cowell – 689349Mark Edwards 689357

Fees

As for 1931 Act Companies

Remain competitive

Late filing fees

Incorporation £180

Annual Return £70

1931 Act Company conversion £90

Key Fees

Names & Change of Name

CA06, ss. 11 to 19

Business as usual!

Foreign Character Names

Incorporation

Practice Note

Name applications (CA06, s.18)

Registered agent must incorporate (CA06, s.2(2))

Company number – “V”

Memorandum and Articles

Model Articles

Registered agent must keep a signed copy (CA06, s.78(1))

Incorporation Documents

Conversion

1931 Act Company to 2006 Act Company (CA06, s.148)

Practice Note

Fee £90

Re-registration

2006 Act company as another type of 2006 Act company (CA06, s.143)

Practice Note

No fee

Transfer of Domicile

CA06, Part XI

Application by the Registered Agent

Consent valid for 12 weeks

No discretion

Filing Obligations

Amending the Memorandum and Articles

resolution to amend (CA06, S.8 & 66)file notice (IMO3) and a copy of the restated memorandum or articles (CA06, s.9)File within 1 month

Filing obligations (2)

Registration of Charges

(CA06, Part VIII)Optional filingNo time limit For filing Consequences of late or non-filing

Filing obligations (3)

Prospectus

“Offer document” (CA06, s.45)No requirements as to contentFiling is optional

Filing obligations (4)

Directors and Members

Optional public filing of register (CA06, s.204)Business address may be registeredRegister changes within 1 monthElection to cease registration

Corporate Directors

Permitted (CA06, s.91)

CSP licenceholder or “nominee company”

Registered Agent

Must hold a CSP licence (CA06, s.74)

Responsible for many filings, e.g. - change of registered office or registered agent– Form IM04Change of registered address – Form IM04Change of registered agent – Form IM05

Annual Return

An annual return shall be made by a company (CA06, s.85)

The Registered Agent must within one month of the return date forward a copy to the Registrar

Registered agent’s name and address

Registered office address

Confirmation re accounting records.

Annual Return Contents

Directors’ names and addresses

as shown on the register of directors including changes since the last return date, ordate of incorporation

Annual Return Contents

The Registrar

Financial Supervision Commission appointed on 16 October 2006

Maintain a register of companies incorporated under the Act (CA06, s.206)

Searches (CA06, s.209)

Certificates of Good Standing (CA06, s.211)

The Future

Strike off

Dissolution

Restoration

Liquidation