Isle of Man: Developments In The Use Of Isle Of Man Special Purpose Vehicles

Last Updated: 14 January 2008
Article by Katherine Shea

The Isle of Man punches above its weight in terms of its international business offering, both in respect of its quality and its diversity.

In addition to the more familiar uses of Isle of Man companies and trusts for private wealth structuring and asset-holding, the Isle of Man is increasingly the jurisdiction of choice in which to incorporate a vehicle for listing on the global capital markets and in which to domicile and manage funds.

Latest figures released by research agency Hemscott1 show that, of the non-UK top 100 companies listed on the London Stock Exchange Alternative Investment Market (AIM), by far the greatest number are incorporated in the Isle of Man, equal to second-placed Bermuda, Canada and Guernsey combined. On the basis of market capitalisation2, the Isle of Man again leads the non-UK jurisdictions, with second-placed Canada having just over a third of the Isle of Man's total. The Isle of Man also occupies the top spots in the All-AIM tables having (jointly with Guernsey) the greatest number of companies and a clear lead on the basis of market capitalisation, followed by Canada then Guernsey. In particular, the BRIC economies (Brazil, Russia, India and China), together with an increasing number of Eastern European players, have seized the advantages offered by the Isle of Man (including tax neutrality, the absence of a need for regulatory pre-approval, plus its 'AAA' credit rated economy) to access London and other major exchanges.

One of the principal factors in the Isle of Man's success has been its ability to adapt its role in the global marketplace in response to the particular challenges and pressures facing an offshore financial centre (not least the misconception that all low-tax jurisdictions are equal in terms of their qualitative response to the threats of tax abuses and money-laundering). The Isle of Man has defined a role for itself as a global trading partner and facilitator adding value to the business of onshore jurisdictions. In assuming such role, the Isle of Man has recognised and committed to the principles of transparency and exchange of information, placing it on a distinctly different footing to the predatory "tax haven" which engages in non-transparent practices and attracts disreputable business to the detriment of onshore tax bases. The approach adopted by the Isle of Man is consistent with the role that international bodies such as the Organisation for Economic Co-operation and Development (the OECD) foresee for offshore financial centres, namely to become "service centres", as contrasted with "concealment centres". Concerns expressed post credit crunch by the international finance community about the lack of transparency in cross-border transactions are only likely to result in greater emphasis being placed on transparent practices and facilitating the exchange of information, with the inevitable result that unco-operative "tax havens" will be further marginalised.

As it has developed and matured as a jurisdiction, the Isle of Man has begun to engage directly with other governments and international bodies, rather than through the UK, which has historically handled all matters affecting the Isle of Man at an international level (see further below). The Isle of Man's assertion of its independence to negotiate and enter into international agreements has been demonstrated already in the conclusion of bilateral tax information exchange agreements (TIEAs) with the USA (2002) and the Netherlands (2005) and this process of engagement appears to be entering a more profound phase following developments in the last quarter of 2007. On 30 October 2007, the Isle of Man's Treasury Minister, Allan Bell MHK, signed on behalf of the Isle of Man a package of 28 taxation and economic co-operation agreements with seven members of the Nordic Council (Denmark, the Faroe Islands, Finland, Greenland, Iceland, Norway and Sweden) (the Nordics), comprising TIEAs, agreements in relation to shipping, aircraft and transfer pricing as well as engagements to explore double taxation agreements.

The signing of the agreements with the Nordics is significant on a number of levels. The Isle of Man is the first offshore financial centre to enter into such a comprehensive package of fiscal agreements with the Nordics, which is testament to the regard in which it is held. The fact that the Nordics are internationally recognised to be amongst the most transparent and best-governed nations with sophisticated welfare systems is a clear endorsement of the Isle of Man's established status as a reputable jurisdiction with which to do business. Moreover, given their scale and landmark significance, the Isle of Man-Nordic agreements are likely to have a major influence on the mode of global engagement between OECD and non-OECD countries going forwards.

Further developments in the Isle of Man's relations with the UK underline the strengthening of the Isle of Man's status as a participant in the international arena with its own identity and interests. On 1 May 2007, the Isle of Man and the UK signed an historic framework agreement which sets out agreed principles for developing the international identity of the Isle of Man. For instance, the UK has agreed that it will not act internationally on behalf of the Isle of Man without prior consultation and, where the interests of the Isle of Man differ from those of the UK, the UK will seek to represent any such differing interests when acting in an international capacity. Whilst the UK retains ultimate responsibility for the Isle of Man internationally, the agreement confirms that the role of the UK with respect to developing the Isle of Man's international identity is one of support and not interference. The UK also announced this summer that its treaty negotiating priorities in the short term include concluding a new TIEA with the Isle of Man.

The Isle of Man's success has also, to a considerable extent, been a result of various policy initiatives aimed at developing its profile as an international business centre and maintaining a leading competitive edge. To ensure that it remains an attractive jurisdiction to investors, the Isle of Man has enacted new companies legislation in the form of the Companies Act 2006 (the 2006 Act). The 2006 Act (which sits alongside the Isle of Man's existing Companies Acts 1931-2004) introduces an alternative, modern and flexible form of corporate vehicle, commonly referred to as the New Manx Vehicle or NMV for short. Although based on familiar concepts, the NMV dispenses with a number of the company law formalities applicable to a 'traditional' company, i.e. one incorporated under the Isle of Man Companies Act 1931 (a 1931 Act company). With an NMV there is no distinction between a private and a public company, no concept of authorised share capital, no capital maintenance requirements (subject to solvency), no prohibition on financial assistance, no requirement to have a company secretary or hold an annual general meeting and reduced compulsory filings.

The potential for the NMV so far looks very promising. It has been chosen as the issuing vehicle for admissions to both the London Stock Exchange Official List (the Official List) and AIM. In June 2007, China Central Properties Limited, a property investment company, became the first NMV to be admitted to trading on AIM. Subsequently in July, paper and packaging producer Kazakhstan Kagazy Plc became the first NMV to be admitted to the Official List, via a US$275 million initial public offering in the form of global depositary receipts. Such steps are evidence of the recognition and acceptance by the international finance community of the NMV as a flexible listing vehicle. They also reflect the Isle of Man's growing international reputation as a centre of excellence in corporate structuring.

Further legislative initiatives have been progressed in the Isle of Man's funds sector. Already a strong growth area of the Isle of Man's economy, it is expected to receive an additional boost with the launch on 1 November 2007 of a dynamic regime offering new and enhanced categories of funds. For example, the Specialist Fund, which is designed to appeal to institutional and high net worth individuals, offers increased flexibility on strategy and asset allocation, has a minimum initial subscription of US$100,000 and does not require any regulatory pre-approval to set-up. With a focus on encouraging the establishment of alternative funds and attracting global fund management and administration operations, the Isle of Man Government forecasts that funds under administration in the Isle of Man will double over the next 3 years.

The recent launch of the London Stock Exchange Specialist Fund Market (the SFM) creates additional opportunities for accessing the markets via Isle of Man investment vehicles and is likely to be of particular interest to managers of large hedge funds, private equity vehicles and specialist property funds. The SFM is open to both UK and non-UK domiciled funds and, consequently, sponsors and managers have the option to locate their investment entities in tax neutral and well-regulated jurisdictions such as the Isle of Man.

Aside from facilitative legislation, the Isle of Man benefits from political stability, a flexible regulatory environment and a progressive tax strategy. Since 5 April 2006, the standard rate of company taxation has been 0% (except for certain deposit-taking institutions and companies deriving income from Manx land) and there are no capital taxes or stamp duty applicable in the Isle of Man. Moreover, experienced professional advisers in the Isle of Man are well-placed to provide the necessary legal, accounting and corporate/fiduciary services that may be required in connection with the formation of investment vehicles. These factors, together with a legal system based on English common law, modern communications infrastructure and convenient location around an hour's flying time from London combine to make the Isle of Man's advantages comprehensive.

For a relatively small jurisdiction of approximately 80,000 inhabitants, the Isle of Man's economy has enjoyed impressive growth. Now in its 23rd year of unbroken growth, with low unemployment and average economic growth of more than 5% per year in real terms over the last 5 years (with just under 6% for 2005/20063 and anticipated growth of 8% for 2006/2007), it is regarded as one of the most successful economies in Europe. As mentioned above, the Isle of Man's position is not without its challenges and it must be careful not to rely on past achievements, but keep its finger on the pulse of global economic trends and adapt its products accordingly. Provided that it does so, there is every reason to be optimistic that the Isle of Man will continue to grow both its economy and its international stature.

Footnotes

1 21 September 2007

2 Based on closing prices for 20 September 2007, the combined market capital of Isle of Man AIM 100 companies was £6.2 billion.

3 Latest published national income figures

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.

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