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

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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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Presentation Transcript
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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
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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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