How to set up and maintain an NMV
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How to set up and maintain an NMV John Wilkinson Manager – 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

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How to set up and maintain an NMV

John Wilkinson

Manager – Companies Registry

Financial Supervision Commission


Help and guidance
Help and Guidance

  • The FSC web site - first point of reference

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


Web site
Web Site

  • Companies Act 2006

  • Regulations

  • Practice Notes

  • Forms

  • Fees


Contacts
Contacts

  • John Wilkinson – 689343

  • Clive Oldale – 689345

  • Nick Cowell – 689349

  • Mark Edwards 689357


Fees

  • As for 1931 Act Companies

  • Remain competitive

  • Late filing fees


Key fees
Key Fees

  • Incorporation £180

  • Annual Return £70

  • 1931 Act Company conversion £90


Names change of name
Names & Change of Name

  • CA06, ss. 11 to 19

  • Business as usual!



Incorporation
Incorporation

  • Practice Note

  • Name applications (CA06, s.18)

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

  • Company number – “V”


Incorporation documents
Incorporation Documents

  • Memorandum and Articles

  • Model Articles

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


Conversion
Conversion

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

  • Practice Note

  • Fee £90


Re registration
Re-registration

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

  • Practice Note

  • No fee


Transfer of domicile
Transfer of Domicile

  • CA06, Part XI

  • Application by the Registered Agent

  • Consent valid for 12 weeks

  • No discretion


Filing obligations
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
Filing obligations (2)

  • Registration of Charges

    • (CA06, Part VIII)

    • Optional filing

    • No time limit For filing

    • Consequences of late or non-filing


Filing obligations 3
Filing obligations (3)

  • Prospectus

    • “Offer document” (CA06, s.45)

    • No requirements as to content

    • Filing is optional


Filing obligations 4
Filing obligations (4)

  • Directors and Members

    • Optional public filing of register (CA06, s.204)

    • Business address may be registered

    • Register changes within 1 month

    • Election to cease registration


Corporate directors
Corporate Directors

  • Permitted (CA06, s.91)

  • CSP licenceholder or “nominee company”


Registered agent
Registered Agent

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

  • Responsible for many filings, e.g. -

    • change of registered office or registered agent– Form IM04

    • Change of registered address – Form IM04

    • Change of registered agent – Form IM05


Annual return
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


Annual return contents
Annual Return Contents

  • Registered agent’s name and address

  • Registered office address

  • Confirmation re accounting records.


Annual return contents1
Annual Return Contents

  • Directors’ names and addresses

    • as shown on the register of directors

    • including changes since the last return date, or

    • date of incorporation


The registrar
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
The Future

  • Strike off

  • Dissolution

  • Restoration

  • Liquidation


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