How to set up and maintain an NMV John Wilkinson Manager – Companies Registry Financial...
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Transcript of How to set up and maintain an NMV John Wilkinson Manager – Companies Registry Financial...
How to set up and maintain an NMV
John WilkinsonManager – 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
Forms
Fees
Contacts
John Wilkinson – 689343Clive Oldale – 689345Nick Cowell – 689349Mark Edwards 689357
Fees
As for 1931 Act Companies
Remain competitive
Late filing fees
Incorporation £180
Annual Return £70
1931 Act Company conversion £90
Key Fees
Names & Change of Name
CA06, ss. 11 to 19
Business as usual!
Foreign Character Names
Incorporation
Practice Note
Name applications (CA06, s.18)
Registered agent must incorporate (CA06, s.2(2))
Company number – “V”
Memorandum and Articles
Model Articles
Registered agent must keep a signed copy (CA06, s.78(1))
Incorporation Documents
Conversion
1931 Act Company to 2006 Act Company (CA06, s.148)
Practice Note
Fee £90
Re-registration
2006 Act company as another type of 2006 Act company (CA06, s.143)
Practice Note
No fee
Transfer of Domicile
CA06, Part XI
Application by the Registered Agent
Consent valid for 12 weeks
No discretion
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)
Registration of Charges
(CA06, Part VIII)Optional filingNo time limit For filing Consequences of late or non-filing
Filing obligations (3)
Prospectus
“Offer document” (CA06, s.45)No requirements as to contentFiling is optional
Filing obligations (4)
Directors and Members
Optional public filing of register (CA06, s.204)Business address may be registeredRegister changes within 1 monthElection to cease registration
Corporate Directors
Permitted (CA06, s.91)
CSP licenceholder or “nominee company”
Registered Agent
Must hold a CSP licence (CA06, s.74)
Responsible for many filings, e.g. - change of registered office or registered agent– Form IM04Change of registered address – Form IM04Change of registered agent – Form IM05
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
Registered agent’s name and address
Registered office address
Confirmation re accounting records.
Annual Return Contents
Directors’ names and addresses
as shown on the register of directors including changes since the last return date, ordate of incorporation
Annual Return Contents
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
Strike off
Dissolution
Restoration
Liquidation