2006 Act companies

The Companies Act 2006 introduced a separate incorporation regime that sits alongside, rather than replaces, the 1931 Act. A company is formed under one Act or the other, and the two are administered differently.

The 2006 Act was drafted to reduce administrative formality while retaining a clear framework of responsibility, principally by placing defined duties on a licensed registered agent. Directors retain their own legal duties under the Act and those duties are not displaced by the registered agent's role. It sits alongside the 1931 Act company regime rather than replacing it.

A 2006 Act company must have at least one member and at least one director at all times.

An individual director must be at least 18 years old and must not be disqualified from acting as a director or be an undischarged bankrupt.

A corporate director is only permitted where the statutory licensing conditions applicable to that appointment are satisfied. There is no requirement to appoint a company secretary. For a fuller discussion of board composition and duties, see our guide to choosing directors and shareholders.

A 2006 Act company must at all times maintain a licensed Isle of Man registered agent holding the appropriate licence issued under Island legislation. The company cannot be incorporated, and cannot continue in existence, without one.

The registered agent holds prescribed records, makes certain filings and acts as the Companies Registry's point of contact. This role does not replace the directors' own legal responsibilities under the Act or otherwise.

A physical Isle of Man registered office must also be maintained at all times. This is distinct from the registered agent and may or may not be provided by the same firm. See our guide to therole of the registered agent for the statutory requirements attaching to that role.

The Act permits companies limited by shares, companies limited by guarantee, companies limited by both shares and guarantee, unlimited companies and protected cell companies, subject to the applicable conditions.

There is no authorised share capital under the 2006 Act. Shares may generally be issued with par value or with no par value. Bearer shares are prohibited.

Distributions are subject to the statutory solvency test rather than the traditional capital maintenance and profits rules that apply under the 1931 Act. Before a distribution is made, the directors must be satisfied that the company will, immediately after the distribution, satisfy the solvency test prescribed by the Act.

This places a clear responsibility on directors. It should not be understood as reducing the care or diligence required before a distribution is authorised.

An annual return is required. It is normally forwarded to the Companies Registry by the registered agent within one month of the return date, though the obligation to ensure compliance rests with the company's directors.

The Registry annual return and the company's tax return are separate obligations. The company tax return is filed with the Isle of Man Income Tax Division and is governed by a different timetable and set of requirements. See Isle of Man company tax for further information.

Certain records that are publicly filed for a 1931 Act company are instead held by the registered agent for a 2006 Act company. This does not reduce the underlying obligation to keep accurate records, and it should not be understood as offering anonymity or confidentiality from lawful disclosure.

For illustrative annual and first-year fee ranges, see our guide to Isle of Man company fees.

Ongoing governance covers the registers maintained by the company and the agent, board resolutions and minutes, accounting records, beneficial ownership information and periodic review of due diligence.

Under the Beneficial Ownership Act 2017 (as amended in 2026), every 2006 Act company must appoint a nominated officer — often the licensed registered agent or an officer of that provider — who identifies its registrable beneficial owners (broadly, natural persons who ultimately own or control 25% or more through shares or voting rights, or who exercise control via other means) and submits their details to the Isle of Man Database of Beneficial Ownership. Where no natural person can be identified as registrable after reasonable steps, the nominated officer instead submits information about the company’s Senior Managing Official. Changes are reported within 21 days and an annual statement of compliance is filed by the annual return date. See our guide to beneficial ownership requirements for the full framework.

Directors have duties under the 2006 Act and remain responsible for the proper conduct of the company's affairs. Neither the registered agent nor any other service provider displaces those duties.