The easiest way to dispose of a solvent 2006 act Isle of Man Company which is no longer required is under the S190 administrative procedure. This procedure is available to any solvent Company except one that is in liquidation or where a receiver has been appointed over any of its assets.
The procedure largely follows that of the procedure available to a 1931 Act Company under s.273A of that Act. However, one difference is that the application for dissolution of a 2006 act Company can also be made by the Registered Agent or a person authorised to act on its behalf. See here for the full practice note on Dissolving a Solvent Company under Section 190 of the Act.
The key elements of the process are detailed below:
The Application Form and Associated Actions
Before making an application, the applicant must send a notice to each director, the Registered Agent and each member of the Company stating that the applicant proposes to apply for a Declaration of Dissolution, and that, unless written objection is made to the Registry within one month of the date the notice was posted, the Company shall be dissolved.
An application to the Registrar to dissolve the Company can be made by the following:
- A Registered Agent or a person authorised to act on its behalf;
- The Company or a person authorised to act on its behalf;
- A member of the Company
The application must be accompanied by a Statutory Declaration made by a director of the Company that the Company has ceased to operate, and, to the best of that person’s knowledge and belief, has discharged all its debts and liabilities.
The application to dissolve the Company must be made on the prescribed form IM31, which is downloadable from the Department’s website at www.companiesregistry.gov.im . The Department has prepared a form of Statutory Declaration (IM31A) for the convenience of applicants.
It’s important to note that an application for dissolution where (a) an annual return is outstanding for filing or (b) any charge remains outstanding on the public record will not be accepted.
Charges; a prescribed fee of £95 will be payable and must be paid at the time of submission.
Duties of the Department on Receipt of an Application
Once the application has been accepted, the Registry will publish a notice in the local newspaper, on their website and in an index available for inspection at their public counter that an application has been received. Any person wishing to lodge an objection to the dissolution has one month from the publication date to lodge their complaint.
Applicants are advised that, should an objection be received, no Declaration of Dissolution will be made until either the objection is withdrawn, or the Department decides that the objection is without justification. There is a right of appeal to Court against the latter and therefore the Company will not be dissolved unless the objector has not appealed within the 21 day time limit or the Court upholds the Department’s decision.
If no objection has been received by the end of the given period, the Registry will send a letter to the Company (at its registered office), stating that the Company is entitled and permitted to distribute its surplus assets.
Dissolving the Company
When the Company receives the letter described above, it must take appropriate action (i.e. seek to distribute any surplus assets) and reply to the Registry that it has either (a) distributed its surplus assets or (b) state why it cannot do so.
Either way, if a reply is not received by the Registry, the Company will not be dissolved!
Once again, when the reply is received a notice that the Company has been dissolved will be published in a local newspaper, on the Registry website and in an index available for inspection at the Registry’s public counter.
Finally, on publication of said notice, the Company is dissolved.
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