The Isle of Man Beneficial Ownership Act 2017 (the “Act”) and the central database of beneficial ownership are now live. The Act has been introduced in response to the global initiative to improve transparency as to asset ownership and control, similar legislation is, or has recently been, introduced in other jurisdictions.
The Act introduces important changes which affect legal entities incorporated in the Isle of Man, the main objective of which is to ensure that the beneficial ownership of Isle of Man bodies (companies) can be traced back to the ultimate “beneficial owners”.
Under the Act, the term “beneficial owner” is given a very wide definition, this will be the natural person (or persons), who ultimately own or control the entity, in whole or in part, through direct or indirect ownership, through the control of shares, voting rights or other ownership interest, or who exercises control of a company via other means.
The name, address, date of birth and nationality of the beneficial owner must be registered with the Isle of Man Companies Registry (Registrable Beneficial Owners) (the “Registry”). Importantly this information is not made publicly available and will only be made accessible by a formal request being made to the nominated officer (as described further below) by a competent authority or regulatory body (this includes the Isle of Man Financial Services Authority and Assessor of Income Tax).
Only beneficial owners who control more than 25% of the entity are required to be registered with the Registry.
The Act requires each company to appoint a “nominated officer’” who must be a natural person resident in the Isle of Man, or a licensed corporate service provider, such as Wilton.
The nominated officer is required by the Act to ascertain the identity of the beneficial owners and provide their details to the Registry as part of the filing of the annual return.
The nominated officer must submit the registrable beneficial ownership information by the date on which the legal entity’s next annual return must be filed or by 30 June 2018, whichever is earlier.
Any changes to the beneficial owner’s details must be notified to the nominated officer and submitted to the Registry within one calendar month of the nominated officer being made aware of the change.
If the beneficial owners do not make their details known to the nominated officer, or they fail to notify them of any changes, the company can take action by placing restrictions on the rights attaching to the legal owner’s interest, including on voting rights, rights to further shares, rights to payments due (capital or otherwise), rights to transfer or assign its interest and ultimately it can cancel the legal owner’s interest in the company.
Non-compliance with the Act is a criminal offence with the company and/or any non-responsive beneficial owners being subject to fines of up to €5,000, the Company may be struck off, or its registration may otherwise be cancelled.
Should you have any queries or wish to discuss the implications of the new beneficial ownership requirements please contact us at firstname.lastname@example.org.