I no longer need my Isle of Man company how can I close it down ?

1931 Act Company

In accordance with s.155 of the Companies Act 1931, a company, whether private or public can be wound up in one of the following ways:

a) By the Court
b) Voluntary (for example, if the company resolves by special resolution that the company be wound up voluntarily or if the company resolves by extraordinary resolution to the effect that it cannot be reason of its liabilities continue its business and that it is advisable to wind up).
c) Subject to the provisions of the Court.

An alternative procedure to winding up (available though only to private companies) is by dissolving the company pursuant to s.273A of the Act (this is often referred to as an Administrative Dissolution).

Under this procedure a director, secretary or member of the company may make an application to the Department of Economic Development for the company to be dissolved, stating that the company has ceased to operate, that it has discharged all its debts and that there are no documents outstanding that should have been filed under the Act. This application is accompanied by a statutory declaration made by a director, secretary or member of the company.

Prior to making the application the applicant will need to send notice of his intention to all officers and members giving them the opportunity to object. It is advisable also for the applicant to contact the Assessor of Income Tax, the Collector of Customs & Excise and the Attorney General.

Upon receiving the application the Registry and accepting the application the Registry will make public the application, this gives opportunity for any person to object to this dissolution. The Registry will also contact, by letter, the Assessor of Income Tax, the Collector of Customs & Excise and the Attorney General giving them opportunity to object.

Subject to no objections being received or an objection being received and subsequently withdrawn by the end of the period for objections the Registry will send a letter to the company stating that the company is entitled to distribute its surplus assets. Upon the company taking the appropriate action it must then inform the Registry, who upon receiving this reply will then publish a notice to the effect that the company is dissolved. It is on publication of this notice that the company is dissolved.

2006 Act Company

Under s.182 of the Companies Act 2006, s.155 of the Companies Act 1931 applies. Therefore a company, can be wound up in one of the following ways:

a) By the Court
b) Voluntary (for example, if the company resolves by special resolution that the company be wound up voluntarily or if the company resolves by extraordinary resolution to the effect that it cannot be reason of its liabilities continue its business and that it is advisable to wind up).
c) Subject to the provisions of the Court.

Similar to a 1931 Act company an alternative procedure to winding up is by dissolving the company pursuant to s.190 of the Act (an Administrative Dissolution). This procedure is available to any company except a company that is in liquidation or where a receiver has been appointed over any of its assets.

The procedure largely follows that of the procedure available to a 1931 Act Company under s.273A of that Act, one difference however is that the application for dissolution can also be made by the registered agent or a person authorised to act on its behalf and prior to the application being made notice must also be given to the registered agent as well as each director and member of the company.