5.01 REGISTRATION AND LICENSING
All limited liability companies must register with the Registrar of Companies in Douglas. Any non-resident company with a place of business in the Island must also register.
No company may be registered with a name which the Registrar considers undesirable. Before filing incorporation documents, therefore, the Registrar's approval for the proposed name should be obtained. If a business carries on its trade under a name that does not consist of the names of all its proprietors, it must be registered in the General Registry under the Registration of Business Names Acts 1918-54. Apart from this requirement, businesses not organised as limited liability companies do not have to file information in any official register.
In addition to the above requirements, banks and insurance companies must obtain approval and a license from the Financial Supervision Commission or the Insurance Authority (statutory bodies that supervise the Island's financial and commercial sectors), before commencing business in the Island.
The Investment Business Act 1991 controls and regulates the conduct of investment business. The following activities can only be conducted by appropriate licence holders:
- dealing, arranging and managing investments
- providing investment advice
- operating and administering collective investment schemes
Investment business licences are issued by the Financial Supervision Commission who must be satisfied that the applicant can meet the "fit and proper" test criteria of integrity, solvency and competence.
All entities must comply with planning and environmental requirements. Additional criteria are imposed if a development is to be considered for government assistance.
The Island has a Data Protection Act broadly similar to that in the United Kingdom. Any Manx resident individual or entity that controls the content and use of computerised data on living and unidentifiable persons must follow specified practices in respect of such data, and must register with the Data Protection Registrar unless qualifying for one of a very limited number of exemptions.
5.02 MERGERS AND ACQUISITIONS
Under Manx corporate law, it has not previously been possible to fuse two companies into a single company. An effective merger could be achieved only by the transfer of the business of one company to another, followed by the liquidation of the transfer company, or by the transfer of both companies' businesses to a third company. However, the Companies Act 1992 introduces with effect from 1 December 1992 merger relief whereby "merger accounting" techniques can be employed in group accounts rather than "acquisition accounting".
5.03 PATENTS, TRADEMARKS, AND COPYRIGHTS
The Island does not have separate regulations governing intellectual property but is considered part of the United Kingdom for this purpose and is subject to the same regulations, summarised below.
An application for a patent must be accompanied by a specification and drawings, in duplicate, of the invention concerned. It is usual for an application to be submitted through a patent agent in the United Kingdom. All applications are subject to examination for novelty and inventive merit.
Under the UK's Patents Act 1977, which harmonised UK law with the provisions of the European Patent Convention, patents are granted for a term of 20 years, but with no renewal period. This Act gives inventors the right to be mentioned in specifications, and requires the Controller of Patents to publish an application as soon as possible. Employees' rights to inventions were strengthened by this Act, particularly as to the right to compensation in certain circumstances. Licenses can be granted by patent owners, and a compulsory license may be obtained by a third party if a patent remains unused. The United Kingdom, and therefore the Isle of Man, is a signatory to the Community Patent Convention as well as the European Convention, and is a member of the Paris Union for the protection of industrial property and the international Patent Co-operation Treaty of 1970.
Under the United Kingdom's Trade Marks Act 1938, trademarks are generally registered for 7 years from the date of the original application; registration may be renewed for 14-year periods thereafter. Marks may be assigned or licensed, subject to certain conditions.
If a mark is not used for 5 years, application may be made for its removal from the register. The United Kingdom is not a signatory to the Madrid International Agreement under which registered marks have protection in several other countries, mainly European. Accordingly, a UK or Isle of Man company should seek separate trademark registrations in other countries. Service mark protection has been introduced to complement the trademark rules.
Copyrights and Designs
Copyright is usually owned by the originator of artistic work, including the drawing of a mass-produced article, and is automatic on creation of the work; there is no registration procedure or fee. The normal term of the copyright is the life of the originator plus 50 years.
A copyright owner should mark his work with the international Ó symbol followed by his or her name and the year of first publication. This gives notice that copyright is claimed and is compulsory in some countries outside the United Kingdom. The United Kingdom is party to the Berne and Universal Copyright Conventions.
Registered designs are granted on application to the Design Registry for new designs which appeal to the eye. The procedure is similar to patents, and the term of registration is 5 years, renewable for two further 5-year periods.
5.04 SAFETY AND CONSUMER REGULATIONS
The Isle of Man has well defined and comprehensive legislation in consumer protection and safety. A trading standards board was set up in 1981 to monitor practices and the implementation of the Sale of Goods Act 1979. The Island also has considerable environmental protection legislation. Protection of the Island's natural beauty features highly in the policy of the Manx Government.
The information given is not exhaustive and is based on conditions existing at 5 May 1999. Readers are advised to consult with professionals, such as independent accountants, legal counsel, and investment bankers, before taking any formal action. Deloitte & Touche would be pleased to discuss specific problems.