A company incorporated under the Isle of Man Companies Act 2006 (the "Act") (an "NMV") offers significant benefits for use in an IPO.

Established track-record of listing Isle of Man companies on recognised stock exchanges (including London, Singapore, Frankfurt and Toronto).

Many Isle of Man companies have been listed successfully on a number of recognised exchanges as vehicles for raising equity or debt. The Hong Kong Stock Exchange (HKSE) has also recently approved the Isle of Man as an Acceptable Overseas Jurisdiction thus paving the way for the flotation of Isle of Man holding companies on the HKSE.

Outstanding international reputation

The Isle of Man is an "AAA" rated jurisdiction which was immediately "white-listed" by the OECD in April 2009. In the words of the Minister of the UK Ministry of Justice, the Isle of Man "leads the way in terms of how small jurisdictions with financial services should operate".

Standard 0% rate of corporation tax

No capital gains tax, stamp duty or withholding tax on the payment of dividends or interest is payable.

Quick and simple incorporation process with an incorporation fee of £195 and an annual filing fee of £360

Incorporating an NMV generally takes no more than two business days from filing of the relevant documents with the Isle of Man Companies Registry (the "Registry").

No regulatory approvals required

A closed-ended company is not subject to financial services regulation in the Isle of Man and there is no requirement to obtain pre-incorporation approval from any government agency.

No distinction between public and private companies

Subject to any restrictions in a company's constitutional documents, any type of company incorporated under the Act may offer its securities to the public.

No depositary receipts

Shares in an Isle of Man company can be traded through CREST without the need for depositary receipts.

No approval required to issue and transfer securities

No Isle of Man regulatory approval is required for any issue or transfer of securities by an NMV.

Limited offering document Requirements

No requirement to file the offering document with the Registry. No prescriptive content requirement for offering documents. Such documents must contain all material information required to enable informed investment decisions to be made by recipients

Simple statutory requirements relating to a distribution

Subject to satisfying a statutory solvency test, the directors may make a distribution (including a dividend) without the need for a formal members' resolution (unless provided otherwise in the company's constitutional documents).

Simple requirements relating to share buy-backs and an increase /decrease in a company's share capital

Traditional company maintenance of capital rules do not apply. The Act only requires that an approving directors' resolution be passed and, where a share buy-back or return of capital is contemplated, the satisfaction of the statutory solvency test.

No financial assistance or related party prohibitions

There is no prohibition under the Act on an NMV providing financial assistance, entering into any interested person transaction and/or providing loans to its directors.

Simplified merger and consolidation Provisions

An NMV may be merged with one or more other Isle of Man companies by following an administrative process with no need for the involvement of the courts.

Easy re-domiciliation process

The Act makes provision for certain companies formed elsewhere to change its jurisdiction of incorporation to the Isle of Man by following a straightforward procedure.


Cains is a leading Isle of Man law and professional services group. Its legal side is expert in advising clients in the fields of international financial services, commercial real estate structures, space and satellite, shipping and capital markets. The business acts for a broad range of clients including multi-national corporations, financial institutions, regulatory bodies and family offices. Cains also has a strong track record of working in partnership with leading law firms to effect international transactions for clients, including market listings.

Cains fiduciary services business is focused on the provision of services to international businesses and global financial institutions, private companies, family offices and property funds. Core services includes the provision of incorporation, administration, accounting and transaction management services as well as facilitating access to cross border tax planning and structuring advisory services, investment management, private banking and insurance solutions. Ancillary services include assisting clients with succession planning, pensions and employee benefits, yacht and aircraft financing and registrations and high-end residential and commercial property related matters.

Cains is the exclusive Isle of Man Member of Lex Mundi, the world's leading association of international law firms. In addition to the Isle of Man, the company has offices in London and Singapore. The Cains group have recently consolidated all their Isle of Man offices to the landmark Fort Anne Building in the Island's capital, Douglas, allowing them to offer clients an enhanced, seamless, high quality, professional service.

Cains recent accolades include recognition as Offshore Law Firm of the Year by Legal Week (2007) and The Lawyer (2008) and it was awarded a Queen's Award for Excellence in International Trade 2009. Cains has been shortlisted for Offshore Law Firm of the Year by Asian Legal Business (ALB), having been nominated for it every year since opening its office in Singapore.

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.