The following table is intended to provide a quick high level comparison of the different company law requirements applicable to the incorporation and operation of companies in a number of offshore jurisdictions. The table does not deal with every type of entity which is available in each jurisdiction and is not intended to provide an exhaustive list of all the factors to be taken into account when considering in which jurisdiction to incorporate a company.

Please note that only brief summary details have been provided in respect of each factor from publicly available information and the law is subject to change. We would advise clients to take specific legal advice in any relevant jurisdiction in respect of their own circumstances before incorporating or re-locating a company.

The table does not include details of any regulatory requirements which may need to be complied with depending upon the specific activities of the company in question.

 

Isle of Man (Companies Act 2006)

Isle of Man (Companies Acts 1931-2004)

British Virgin Islands

Jersey

Guernsey

Time Zone

GMT

GMT

GMT— 4 hours

GMT

GMT

Government Incorporation Fees

Flat fee of £190

Minimum fee of £190

Minimum fee of $350

Minimum fee of £200

Minimum fee of £100

Annual government fees

£320 for filing an annual return

£320 for filing an annual return

Minimum fee of $350

£150 for filing an annual return

£500 for annual validation

Companies legislation compared

Isle of Man Companies Act 2006

Isle of Man Companies Acts 1931-2004

The BVI Business Companies Act, 2004 (as amended)

Companies (Jersey) Law 1991, as amended

Companies (Guernsey) Law 2008, as amended

Tax rates

Basic rate of corporate income tax is 0%.

Basic rate of corporate income tax is 0%.

Companies incorporated under The BVI Business Companies Act, 2004 (as amended) are exempt from all provisions of the BVI Income Tax Act

Basic rate of corporate income tax is 0%

Basic rate of corporate income tax is 0%

Who can incorporate a company?

An Isle of Man registered agent

A person resident in the Isle of Man—usually a licensed corporate service provider

A BVI registered Agent

Entities authorised to conduct trust company business in Jersey

A Guernsey licensed corporate service provider

Any government consents required for incorporation?

No

No

No

Yes—requires identity of beneficial owners and proposed activity of company to be disclosed on a confidential basis

No

Local agent required?

Yes

Yes

Yes

Yes

Yes

Any financial assistance prohibition?

No

Yes

No

No

No

Minimum number of directors

1

2

1

Private Co: 1
Public Co: 2

1

Corporate directors permitted?

Yes—subject to restrictions

No

Yes

Yes—subject to restrictions

Yes

Requirement for local director?

No

No

No

No

No

Requirement for a company secretary

No

Yes

No

Yes

No

Minimum number of shareholders

1

Private Co limited by shares or by guarantee: 1
Other Co: 2

1

Private Co: 1
Public Co: 2

1

Need for local shareholders?

No

No

No

No

No

AGMs required?

No

Yes

No

No, provided all members agree

Generally no, provided a majority of at least 90% of members present and voting agree

Need for local meetings?

No

No

No

No

No

Bearers shares permitted?

No

No

Yes—subject to Restrictions

No

No

Reduction of share capital permitted?

Yes

Requires sanction of the court

Yes

Yes

Yes

Public and Private Companies?

No distinction

Yes

No distinction

Yes

No distinction

Statutory Prospectus requirements?

No prescriptive requirements

Yes—prescriptive requirements

No

Yes—prescriptive requirements

No prescriptive requirements

Any regulatory consents required for a public offer of shares by a company?

No Isle of Man regulatory consents required

No Isle of Man regulatory consents required

No BVI regulatory consents required

Regulatory consent to circulation of prospectus is required

Regulatory consent to circulation of prospectus is required

Annual accounts required?

No

Yes

No

Yes

Yes

Any audit requirements?

None imposed by Companies Act 2006

Yes—subject to exemptions for private companies

None imposed by the BVI Business Companies Act, 2004

Private Co: generally, no
Public Co: Yes

Yes—subject to exemptions

Need to file annual return?

Yes

Yes

Generally, no

Yes

Yes—in the form of an annual validation

Confidentiality of register of members

Not open to public inspection

Open to public inspection

Not open to public inspection

Open to public inspection

Open to public inspection— provided for a proper purpose

Need to file charges

Yes

Yes

Yes

No (except in relation to Jersey real property

No (except in relation to Guernsey real property)

Transfer of Domicile Procedures?

Yes

Yes

Yes

Yes

Yes

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.