Limited Liability Company
The Isle of Man is a high-reputable international finance and international business center due to its political stability, business-friendly policies and an attractive fiscal and regulatory environment.
Limited liability companies are incorporated under the Limited Liability Company (LLC) Act 1996, which was adopted from the Wyoming (US) LLC legislation.
An Isle of Man LLC is a hybrid of both partnership and corporate structures, protecting LLC members from the debts incurred by the entity and separating the rights of its members and that of the LLC.
An LLC requires minimal corporate formation requirements and a fast registration procedure. There are no company structure requirements for its management, nor are there provisions for company meetings, directors, secretary, or capital. Its operating agreement may be arranged by its members according to their needs.
An LLC may a minimum of two members up to an unlimited number of members and is therefore useful as a tax transparent investment vehicle.
Companies conducting relevant activities such as fund management, banking, insurance, finance and leasing, distribution and service center business, headquarters business, intellectual property business, shipping, and holding company business - are required to meet economic substance requirements:
- conduct its core income-generating activities in Isle of Man (which are defined in the law).
- be directed and managed from within the Isle of Man.
- have an adequate amount of operating expenditures incurred in or from within the Isle of Man.
- have an adequate physical presence (including maintaining a place of business or plant, property, and equipment) in the Islands.
- have an adequate number of full-time employees or other personnel with appropriate qualifications in the Islands.
Holding companies which only hold equity participations in other entities and only earn dividends and capital gains will be subject to a reduced economic substance test – it must have complied with all applicable filing requirements and must have adequate human resources and adequate premises in the Islands for holding and managing equity participations.
With respect to IP holding companies – companies that are exploiting IP rights and:
- have not created such IP
- have acquired the IP from a company of the same group structure or from a third-party that has conducted research and development out of Isle of Man and licenses the IP to a company(s) of the same group
or does not carry out research and development, branding or distribution as part of its Isle of Man core income generating activities – are considered high-risk intellectual property businesses and may be subject to an enhanced substance requirements test.
The Isle of Man has started to undertake the first OECD automatic exchange of information (AEoI) through Common Reporting Standard (CRS) in 2017 and has signed over 50 tax information exchange treaties (TIEa) and 11 double taxation agreements (DTA).
Legal
Country code – IM
Legal Basis – Common law
Legal framework – Limited Liability Companies Act 1996
Company form – Limited Liability Company (LLC)
Liability - The liability of members is limited to the extent of their contribution to the capital.
Business restrictions – Limited Liability companies are allowed to do business and own assets within the Isle of Man.
Capital – There is no minimum capital required, and it may be in a nonpaid up basis.
Economic Substance – Companies conducting relevant activities such as fund management, banking, insurance, finance and leasing, distribution and service center business, headquarters business, intellectual property business, shipping, and holding company business - are required to meet economic substance requirements:
- conduct its core income-generating activities in Isle of Man (which are defined in the law).
- be directed and managed from within the Isle of Man.
- have an adequate amount of operating expenditures incurred in or from within the Isle of Man.
- have an adequate physical presence (including maintaining a place of business or plant, property, and equipment) in the Islands.
- have an adequate number of full-time employees or other personnel with appropriate qualifications in the Islands.
Holding companies which only hold equity participations in other entities and only earn dividends and capital gains will be subject to a reduced economic substance test – it must have complied with all applicable filing requirements and must have adequate human resources and adequate premises in the Islands for holding and managing equity participations.
With respect to IP holding companies – companies that are exploiting IP rights and:
- have not created such IP
- have acquired the IP from a company of the same group structure or from a third-party that has conducted research and development out of Isle of Man and licenses the IP to a company(s) of the same group
or does not carry out research and development, branding or distribution as part of its Isle of Man core income generating activities – are considered high-risk intellectual property businesses and may be subject to an enhanced substance requirements test.
Members – Limited liability companies may be formed by at least 2 members, who may be natural or legal persons, resident or non-resident, without limitations. The identity of the LLC registered members may be publicly disclosed. Membership is not transferable or assignable.
The identity of the ultimate beneficial ownership must be disclosed on a confidential basis to the Companies Registry.
Manager – LLC members may appoint a manager, but it is not mandatory.
Registered Address – Companies must have a registered physical office address located in Isle of Man and must have a registered agent, who holds the appropriate fiduciary's license granted by the Financial Services Committee.
General Meeting – There is no statutory requirement for any formal meetings of members.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – Accounting records must be kept and shall be sufficient to show and explain the company’s transactions. There is no requirement to prepare or file financial statements.
An annual return must be filed to the Companies Registry, setting out the details of the LLC’s capital, members and any manager. Any changes that are made to the LLC during the year must be notified to the Companies Registry. LLCs must pay the annual return filing fee of, currently, £95.
LLCs are fiscally transparent; the profits of the company are treated as the income of the members for the purposes of Income Tax.
If company’s business is considered a continuing activity that involves getting paid for providing goods or services in Isle of Man, then it may be required to register for VAT, if amount of taxable supplies in the preceding 12 months is over £81,000. Continuing activity is defined by the Isle of Man Customs and Excise.
- Members not disclosed
- Members not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 2 Minimum members
- USD 1 Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2017 AEOI
Taxes
Corporate Income Tax – An Isle of Man LLC is a tax transparent entity, which means that any profits are passed through to the members to be reported as personal income. If LLC owners are non-Isle of Man residents, an LLC is free from taxes originating outside of Isle of Man.
Personal income tax – An individual is tax resident in the Isle of Man if is physically present in the island for at least 183 days or more in a tax year, or an average of 91 days of more over 4 consecutive years.
Residents are taxed on worldwide income, while non-residents pay tax on their income derived from the Isle of Man. Income tax is levied at 10% on annual income up to GBP 8,500 and 20% on the excess. Capital gains are not subject to taxation. Investment income is taxed as ordinary income.
For non-residents, income sourced from the island is taxed at a flat 20% rate. Non-residents don’t pay tax on dividends, bank interest and building society interest are tax-exempt.
Other taxes – For V.A.T. and Customs duties purposes the Isle of Man and UK forms a single territory. V.A.T. standard rate is 20%.
There are no additional property taxes more than the 20% income tax payable from rental or development of land and property.
In the Isle of Man, there are no transfer, stamp, inheritance and wealth taxes.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 0% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 1 Losses carryback (years)
- Indefinitely Losses carryforward (years)
- 11.00% Social Security Employee
- 12.00% Social Security Employer
- 20% Personal Income Tax Rate
- 20% VAT Rate
- 0 Tax Treaties
Country details
The Isle of Man is a British Crown Dependency formed by the main island and some islets located in the sea of Ireland, between Ireland and Great Britain. The sovereign is the British monarch, as lord of Man, who is represented by the governor-general. Its international representation and defense are the responsibility of the Government of the United Kingdom.
Like all other dependencies, it is not part of the United Kingdom, neither the European Union nor the European Economic Area. Although it does belong to the customs union of the European Union, thus benefiting from the free movement of industrial and agricultural goods.
As a member of the Common Travel Area, the free movement of citizens of the European Economic Area is also permitted.
The island is 572 sq. km. in extent and low elevation above sea level, with 621 meters of maximum altitude on Snaefell mountain. Around the main island, there are a few small islands such as Calf of Man, St Patrick, and St Michael.
The Isle of Man has about 80,000 inhabitants, of whom 26,000 reside in the island's capital, Douglas.
The English language is spoken by almost the entire population of the island and is also the official language. Manx Gaelic is the historical language and was traditionally spoken, but today there are few who speak fluently or on a daily basis.
The Isle of Man Pound is the official currency, which is not an independent monetary unit but is a special pound sterling (GBP) issued for the island.
The Isle of Man has a completely independent government, parliament elected by universal suffrage (Tynwald) and judicial system. The executive power of the island is in charge of the General Minister and his or her Council of Ministers. The General Minister is nominated by Tynwald after each general election.
Financial services are the main economic sector. Banking, insurance, financial and offshore business services alone constitute more than a third of the island's GDP. Recently, it has been opened an office of the International Stock Exchange to boost the financial industry of the island.
Manufacturing, tourism, and more recently gambling are other key sectors of its economy. Agriculture and fisheries, traditionally the major sectors, are currently relatively small in the Manx economy.