The Asset Management Review

Isle of Man

Nancy Matthews and Richard Vanderplank 1

This article was first published in The Asset Management Review, 1st edition (published in October 2012, editor Paul Dickson). It is reproduced with permission from Law Business Research Ltd. For further information please email [email protected] Overview of Recent Activity Despite a protracted period of global economic uncertainty, the Isle of Man has been resilient, maintaining its position as a well-established international financial and business centre. It offers a variety of asset management structures combined with a responsive regulatory regime that meets international standards, making the development of business from a range of economies and industry sectors possible. In recent years, the Isle of Man has been praised for its contribution to the City of London and the wider UK economy; it was described by David Lewis, former Mayor of the City of London, as ‘a core asset to the City’,2 while its ‘significant contribution to the liquidity of the UK market’ was highlighted by Michael Foot in a review of British offshore financial centres.3 In the first quarter of 2012, the Isle of Man provided net financing of US$36.1 billion to the UK financial system4 – a significant financial flow to the City of London, and testament to the success of the island’s financial services. The Isle of Man has been particularly successful in attracting real estate investors to utilise its highly flexible property investment structures and in maintaining its track record of listings on recognised stock exchanges in London, Singapore, Frankfurt and Toronto. Fifty-two Isle of Man companies, with a total market capitalisation of £2,169.45 million, are listed on the UK Alternative Investment Market (‘AIM’), which is more than any other overseas jurisdiction. In addition, 12 Isle of Man companies are listed on London’s Main Market, with a total market capitalisation of £2,250.94 million.5 In October 2011, the Isle of Man was accepted as an approved jurisdiction by the Hong Kong Stock Exchange, further widening the options for Isle of Man corporate vehicles when considering a flotation.

The aviation, shipping and space industries have found a profitable base on the Isle of Man. Ship management is long established, but the Ship Registry continues to grow, with 1,039 registered vessels representing over 13.97 million gross registered tonnage in May 2012.6 A category 1 British Red Ensign Register, it registers vessels ranging from tankers to super yachts and pleasure yachts. The Isle of Man’s Aircraft Registry also has a strong international reputation; investors are attracted by high regulatory standards, supportive aviation-related businesses, zero corporate tax and no insurance premium tax. From June 2011 to May 2012 alone, 116 aircraft were registered.7 The Isle of Man has been particularly successful in attracting private and corporate jet business. Out of a global total of 54 satellite companies, 30 have established operations on the Isle of Man, including SES, Inmarsat, Telesat and Viasat. Space-related turnover for the three years to 2013 is estimated by the Manx government to be £1.1 billion. This has spawned the growth of companies handling the financing, procuring, insuring and leasing of space assets, as well as space manufacturing companies. Since October 2011, the Isle of Man has one highly advanced satellite on its own slot – ViaSat-1, covering North America and Hawaii. Space business is supported politically in the jurisdiction, with the government collaborating with the International Space University to establish the International Institute of Space Commerce, for the study of the economics of space, on the Isle of Man. This political support is combined with a regulatory and fiscal environment to encourage confidence in investors.8

The Asset Management Review: Isle of Man continued

General Introduction to the Regulatory Framework Regulators on the Isle of Man There are two main regulatory bodies on the Isle of Man for the management and supervision of financial services business. The Financial Supervision Commission (‘the FSC’) regulates and supervises those undertaking deposit-taking, investment business, fiduciary services and services to collective investment schemes, and oversees the activity of company directors. The Insurance and Pensions Authority (‘the IPA’) regulates and supervises the insurance and pensions sector; its role is explored in more detail in Section VI, infra. The Companies Registry oversees the incorporation of companies, limited partnerships and foundations, although direct responsibility for company legislation rests with the Isle of Man Treasury. Since the Isle of Man is a small jurisdiction, these bodies are highly coordinated and connected, and respond quickly to new developments. Regulation of financial services The Financial Services Act 2008 (‘the FSA’) is the principal statute governing the regulation of financial services on the Isle of Man. The FSA provides for the regulation and licensing of deposit-taking, investment business, services to collective investment schemes, money transmission services, and corporate and trust services. The FSA provides a single reference point for the various types of regulated financial activity for entities that may require more than one type of licence. Licences are required for regulated activity undertaken by way of business in or from the Isle of Man that is neither excluded nor exempt under the legislation. Activities that require a licence and to which the FSC regulatory regime therefore applies are itemised in the Regulated Activities Order 2011 (‘the RAO’). They include, among others, deposit-taking (Class 1), investment business (Class 2), services to collective investment schemes (Class 3), corporate services (Class 4) and trust services (Class 5). As well as listing the activities in each class requiring a licence, the RAO lists exclusions for each class, for example excluding from the requirement for a Class 2 licence certain transactions with entities regulated overseas. Activities that are regulated activities but that are nevertheless exempt from the licence requirement are detailed in the Financial Services (Exemption) Regulations 2011. These include activities by persons in the same group of companies as licensed entities, and the activities of receivers and liquidators. Financial services that are regulated under the FSA must satisfy the FSC’s ‘fit and proper’ criteria to acquire a licence and comply with the relevant provisions in the Financial Services Rule Book 2011 (‘the Rule Book’). The Rule Book is a single set of rules containing provisions with which all regulated entities must comply and rules specific to each class of licence. The FSC has a range of powers under the FSA to regulate and supervise licence holders and to ensure compliance with the Rule Book. The FSC can issue guidance on the legislation, and directions, warning notices and public statements as appropriate to ensure compliance. It also has powers of inspection and investigation and can direct that a

person may not be a director of a licence holder without FSC consent. Regulation of collective investment schemes (‘CIS’) The main legislation governing the regulation of CIS is the Collective Investment Schemes Act 2008 (‘the CISA’), although CIS service providers are subject to the FSA as Class 3 licence holders as outlined above. The CISA sets out the types of CIS that can be established on the Isle of Man, and provides for the general management and administration of CIS. Arrangements that are not treated as CIS and therefore not regulated under the CISA are set out in the Collective Investment Schemes (Definitions) Order 2008; importantly, closed-ended investment companies are not CIS under Isle of Man law and are not regulated by the FSC under the CISA. The extent of regulation of a CIS by the FSC depends on the type of CIS, and indeed there are certain CIS that are not subject to any regulation by the FSC. Where the FSC does have regulatory powers, these can involve inspection and investigation or the issue of directions under the CISA, or powers under the FSA for managers and fiduciary custodians of CIS who hold licences under the FSA. Types of CIS Authorised schemes Authorised schemes are the most highly regulated of all Isle of Man CIS and marketable to the general public in the Isle of Man. They require a manager and fiduciary custodian or a trustee, all of which must be corporate bodies with a place of business on the Isle of Man and appropriately licensed by the FSC to act as such. The Authorised Collective Investment Schemes Regulations 2010 set out significant investment restrictions for authorised schemes. Regulated funds Regulated funds require a manager licensed by the FSC with permission to act for the fund, and a fiduciary custodian or trustee that is either licensed by the FSC or authorised by an acceptable jurisdiction. There are no restrictions on the type of investor and no minimum investment levels, and these funds are primarily aimed at retail investors. The Collective Investment Schemes (Regulated Fund) Regulations 2010 place restrictions on hedging, gearing and borrowing, and impose policies on risk spreading and risk management that must be observed by regulated funds. Qualifying funds Qualifying funds must have an FSC-regulated manager, and a custodian licensed by the FSC or in a suitable jurisdiction. There is no requirement for any pre-approval from the FSC for qualifying funds. There are no minimum investment levels, and no regulatory restrictions on asset classes, trading strategies or leverage for a qualifying fund, so they are suitable for any type of investment. Qualifying funds are aimed at institutional and nonretail investors, and prospective investors must certify they are sufficiently experienced to understand the risks associated with an investment in the fund in question and fall into one of the prescribed categories of investor.

The Asset Management Review: Isle of Man continued Specialist funds Specialist funds are aimed at institutional investors and high-net-worth individuals. A specialist fund requires no preapprovals, and no custodian, trustee or promoter, although it must have an administrator regulated in the Isle of Man or in a jurisdiction acceptable to the FSC. There are no regulatory restrictions on asset classes, trading strategies or leverage, but in the interests of investor protection the fund must receive investment advice or management services from an appropriate entity acceptable to the fund’s governing body. Investors in a specialist fund must be sufficiently experienced to understand the risks associated with investment in this type of fund, and must be institutional investors, affiliates of the fund’s promoters and managers or individuals with a net worth in excess of US$1 million. Specialist funds have a minimum investment requirement of US$100,000. Exempt schemes Exempt schemes are outside the scope of Isle of Man fund regulation if they satisfy two criteria. First, interests in the exempt scheme must not be offered to the public or any section of it in any jurisdiction, and a prohibition to this effect must be included in the fund’s constitutional documents. Second, exempt schemes must have fewer than 50 investors at all times. There is no requirement to appoint a regulated fund administrator, although the use of an Isle of Man fund structure will require an Isle of Man fiduciary services provider to deliver formation and ongoing companies services. There is a straightforward process to convert an exempt scheme into a higher category of scheme, such as a specialist fund. Overseas schemes and recognised schemes Overseas schemes are schemes established outside the Isle of Man, but which are administrated or managed in the Isle of Man. Such schemes are subject to the regulation of their home jurisdiction, and in addition a scheme manager or administrator must be licensed by the FSC to undertake administration or management services with regard to the scheme. Recognised schemes originate, and are authorised and managed, outside the Isle of Man, but may be promoted to the Isle of Man public by virtue of being ‘recognised’ by the FSC. At present, schemes established in the UK, Jersey, Guernsey, Ireland and Luxembourg may seek recognition from the FSC. Forthcoming regulatory changes The FSC has consulted on making amendments to the FSA and the CISA, following on from the recommendations of the International Monetary Fund in 2009, and has formulated these amendments into a draft Financial Services (Miscellaneous Amendments) Bill 2012. The changes are designed to improve investor protection, assist the financial services industry and improve clarity. A new section in the FSA will give the FSC the power to agree the transfer of deposit-taking business from one licensed deposittaker to another, without the need, as at present, for a specific Act of Tynwald, the Isle of Man parliament, or contractual novation and assignment techniques. Further changes are designed to improve public protection.

The FSC will be permitted to have regard to the fitness and propriety of all persons employed by, or associated with, a prospective licence holder when considering any licence application.9 This public protection is enhanced by new FSC powers, under a new Section 10A to the FSA, to prohibit any individuals from undertaking regulated activities if they are not fit and proper to do so. There are further enhancements of the FSC’s powers in relation to the issuing of warning notices and public statements regarding prohibitions under the new Section 10A. The FSC will also be able to specify new formats for reporting requirements by licence holders to replace the current prescribed forms. In addition, the FSC’s powers regarding the inspection and investigation of the auditors of market-traded companies will be clarified and enhanced. There are mirror amendments to the CISA. The FSC will be able to make directions, give warning notices and impose prohibitions on members of the governing bodies of CIS considered not fit and proper, replicating the powers in the FSA in respect of individuals connected with licence holders. The FSC will also be able to vary authorised schemes’ requirements by secondary legislation, as it does at present for other schemes.

Common Asset Management Structures Company Structures Investment companies are the most popular vehicle for CIS in the Isle of Man, offering the key advantage of limited liability status. Companies in the Isle of Man are either incorporated under the Companies Acts 1931–2004 (‘1931 Act companies’) or under the Companies Act 2006 (‘2006 Act companies’). Both company structures run in parallel, the Acts being quite separate pieces of legislation, except that 2006 Act companies are subject to the liquidation and receivership provisions of the Companies Acts 1931– 2004. 1931 Act companies have a more traditional company structure, the legislation being based on English company law.10 The Companies Act 2006 introduced a new, simplified corporate vehicle on the international business model with minimal administrative and limited disclosure requirements, and no requirement for capital maintenance beyond a straightforward solvency test. There is a simple procedure for re-registering a 1931 Act company as a 2006 Act company. 2006 Act companies have been the corporate vehicle of choice, with over 8,000 incorporated since their introduction in 2006. The CISA prescribes that a CIS of any type, if structured as a company, must be an open-ended investment company.11 Closed-ended investment companies require no pre-approvals to be launched in the Isle of Man, incur no regulatory fees and have no requirements regarding licensed fund managers or administrators, and tend to be the vehicle of choice for restricted participation or stock market listings. Investment funds or other asset management entities from most jurisdictions can re-domicile to the Isle of Man.12 Therefore, funds structured as corporate entities can continue in the Isle of Man, preserving their corporate identity and continuity of operation.

The Asset Management Review: Isle of Man continued Asset management structures can also be protected cell companies (‘PCCs’) or limited liability companies (‘LLCs’). PCCs have the power to create one or more cells, each with its own assets, liabilities, business activities and risk. They can be formed as 1931 Act companies or as 2006 Act companies,13 and the PCC itself has separate legal personality, although its individual cells do not. There is a growing recognition of PCCs, and they are used for a variety of purposes. LLCs are governed by the Limited Liability Companies Act 1996, and combine a partnership-like membership structure and tax treatment with limited liability protection for members. LLCs are popular for asset financing and leasing arrangements, notably in aircraft financing and leasing and in shipping structures. Developments in company law A government working party is currently considering the modernisation of the Companies Acts 1931 to 2004, but there are as yet no released proposals for public consultation. However, there have been refinements and improvements to keep the Isle of Man competitive. Recent regulations14 have permitted 1931 Act companies to hold up to 10 per cent of the nominal value of each share class as treasury shares, reducing the costs of capital maintenance. The Company and Business Names Etc Bill 2012 provides for a simplified and unified name approval regime for all companies, foundations and limited partnerships. The Moneylenders (Amendment) Bill 2012 will enable the Isle of Man Office of Fair Trading to exempt corporate financing transactions and intergroup loans from the requirement to register under the existing Moneylenders Act 1991, cutting unnecessary red tape for business while maintaining the consumer protection the legislation was designed to implement. Limited partnerships The principal partnership legislation in the Isle of Man is the Partnership Act 1909, which largely mirrors the legislation of England and Wales.15 Limited partnerships must be registered, and must maintain a place of business on the island, although the partnership deed need not be registered and the business need not be in the Isle of Man. The partnership deed generally establishes the limited partnership under which the participants, as limited partners, contribute capital to the partnership for management by the general partner. The maximum number of partners in a limited partnership is generally restricted to 20, but this restriction does not apply in the case of CIS established as limited partnerships. A limited partner in a Manx limited partnership can usually withdraw some or all of his or her capital contribution during the life of the partnership without losing the benefit of his or her limited liability status. Furthermore, the Limited Partnership (Legal Personality) Act 2011 made it possible for limited partnerships to elect to have separate legal personality, although partnerships continue to be treated as partnerships for tax purposes with profits being taxed in the hands of the partners. Most recently, the Partnership (Amendment) Bill 2012 will insert additional accounting requirements into the 1909 Act for limited partnerships to ensure that their accounting records meet OECD standards.

Trusts Trust law in the Isle of Man has developed in parallel to trust law in England, and is a common law concept supported by legislation to facilitate trust administration. The main legislation in the Isle of Man is the Trustee Act 1961 and the Trustee Act 2001, which reflect the Trustee Act 1925 and the Trustee Act 2000 of the UK. The unit trust has become a common form of CIS structure, constituted by its trust deed, which regulates the rights and obligations of the participants in the unit trust, and which is not a matter of public record. The Isle of Man Purpose Trusts Act 1996 also permits a form of non-charitable purpose trust not exceeding 80 years in duration, provided that the purpose of the trust is legal, reasonable and moral. Purpose trusts must have an enforcer, and at least two trustees, one of whom must be professionally qualified or suitably regulated. They do not require ascertainable human beneficiaries, and as such can be used for a variety of asset management purposes. Foundations Foundations have very recently been introduced to the Isle of Man with the enactment of the Foundations Act 2011. This reflects the international reach of the island and the need to offer a business and wealth management structure understood in European civil law jurisdictions, as well as the corporate, partnership and common law trust structures that are already well established. The foundation offers a form of structure somewhere between a company and a trust. Like a trust, a founder of a foundation does not control its assets, and the foundation is for the benefit of beneficiaries or a stated purpose, rather than the foundation council members, and beneficiaries can apply to court to enforce a benefit granted under the foundation instrument. However, a foundation is like a company in that it has its own separate legal personality and unlimited capacity. Foundations are also taxed like companies and they must be recorded on a public register, although the foundation rules, which govern the administration of the foundation and the establishment of the foundation council, are not a matter of public record. Foundation council members are also treated for certain purposes like company directors, and can be liable for prosecution under the Company Officers (Disqualification) Act 2009, like directors, for unfit conduct. As the concept of the foundation is so recent in the Isle of Man, the utility of foundations as asset management vehicles has yet to develop.

Main Sources of Investment The size of the asset management market in the Isle of Man can be deduced from the data kept by the FSC, IPA and Companies Registry. The FSC quarterly statistics (March 2012) on the number of CIS and their net asset values (‘NAV’) reveals a total of 418 CIS on the Isle of Man with a NAV of US$25.13 billion – a slight but significant increase on the NAV for the end of 2011.16 Almost 46 per cent of CIS are exempt schemes, which also represent over 24 per cent of the total NAV of all CIS on the Isle of Man.17 There are 64

The Asset Management Review: Isle of Man continued investment business licence holders and 65 entities licensed for services to CIS.18 According to IPA figures, there are 148 authorised insurers and 1,145 retirement benefit schemes.19 The island has 33 licensed banks, dominated by branches and subsidiaries of the main UK banks, holding bank deposits of £47.28 billion. Thirty-seven per cent of bank deposits are retail deposits, with 39 per cent comprising corporate and fiduciary deposits.20 Many asset management vehicles are structured as companies; there are 28,308 companies on the Isle of Man Companies Register,21 a growing proportion of which are 2006 Act companies.22

Key Trends The Isle of Man has remained resilient in the face of difficult international economic conditions since the global financial crisis of 2008. It has been able to foster interest in property investment due to the development of the 2006 Act company as a flexible corporate vehicle and the favourable tax regime for corporates. The island’s closed-ended investment companies now have a track record as vehicles listed on AIM and elsewhere, and there is political will to develop a wider, more diverse business base on the Isle of Man to support and complement the existing strong financial services sector. In 2010, there was a comprehensive restructuring of the Isle of Man government, out of which a new Department of Economic Development was created, tasked with fostering sustainable business development. This has led to a number of initiatives to attract inward investment and to foster growth in the financial services, space, shipping and aviation sectors, among others. The trend has been, and continues to be, towards a more diverse asset base, as traditional sources of asset wealth have continued to be shadowed by market uncertainty. The current economic climate has also highlighted the benefit for lenders of the Isle of Man’s creditor-friendly insolvency regime, when considering the use of Isle of Man vehicles for property investment in particular. The Isle of Man has no concept of administration or administrative receivership, and no equivalent to the Insolvency Act 1986 of the UK. Security documentation in any finance transaction can provide for the appointment of a receiver and manager of any charged assets. Receivers are not subject to statutory duties, having their primary common law duty to their appointers, and there is no involvement in the receivership process by the Manx courts. Fixed and floating charges are recognised, and there are fewer grounds to challenge new security as, for example, there is no concept of transactions at undervalue as exists in the UK. Changes in the Isle of Man’s regulatory regime since 2008 have largely reflected international trends as economies around the world have sought to respond to the financial crisis. The Isle of Man government follows developments in the UK and further afield extremely closely, and seeks to ensure the island’s regulatory regime keeps pace. For example, the FSC is consulting extensively with industry on the Isle of Man regarding developing a fund offering to comply with the Alternative Investment Fund Managers Directive.23

Sectoral Regulation Insurance The IPA is the government body that regulates and supervises the insurance and pensions sector on the Isle of Man. The IPA exercises its powers under the Insurance Act 2008 (‘the IA 2008’), which, together with the Insurance Regulations 1986 (as amended), form the principal legislation governing insurance business on the Isle of Man. Broadly speaking, no person may carry on or hold him or herself out as carrying on an insurance business in or from the Isle of Man unless authorised (in the case of an Isle of Man vehicle) or permitted (in the case of an insurer authorised under the laws of the UK or other overseas jurisdiction) to do so by the supervisor, who is the chief executive officer of the IPA. The IA 2008 sets out the main requirements for both authorised and permitted insurers, including such issues as maintaining an appropriate level of management on the Isle of Man or appointing a registered insurance manager on the Isle of Man, or both. It also provides for other requirements, such as solvency margins, accounts and audit, for authorised insurers. In addition, there is a binding corporate governance code, which applies to authorised insurers and permitted insurers (except those authorised by Member States of the European Union).24 There are statutory provisions permitting the continuation of foreign insurance business in the Isle of Man25 and for the use of incorporated cell structures for insurance business.26 The insurance sector has continued to grow, from £31 billion funds under management in 2005 to £55.2 billion by the end of 2010. It should be noted that certain insurance intermediaries, who carry on business in or from the Isle of Man relating to contracts that constitute ‘investment business’ under the FSA, must be licensed and regulated by the FSC as outlined in Section II, supra. Pensions The Isle of Man has specific and separate pension legislation, the principal legislation being the Retirement Benefits Schemes Act 2000 (‘the 2000 Act’), which provides the framework for the governance of both domestic and international retirement benefit plans, and which is implemented and supervised by the IPA. There are separate regulations for domestic and international plans, and all schemes must register with the IPA unless they qualify for an exemption. The Assessor of Income Tax regulates the tax treatment of both domestic and international plans. All plans may be personal or occupational, and certain domestic plans qualify for the UK qualifying recognised overseas pensions schemes regime. International schemes, which are established on the Isle of Man in respect of non-Isle of Man based individuals or employees, must be managed by suitably experienced administrators and trustees, and there are requirements, among others, relating to information that must be provided to scheme members, scheme administration and record keeping.27 The island is host to a substantial number of international schemes, and the sector has become an important component of the island’s asset management offering.

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Tax Law The Isle of Man has no capital gains tax, no inheritance tax, stamp duty or stamp duty land tax. It is part of the EU Value Added Tax (‘VAT’) and Customs area, and has its own VAT office, making available VAT registration on an expedited basis and allowing Isle of Man companies to VAT group with other Isle of Man companies and UK companies. This has attracted interest from property and other investors from China and other areas of the Far East, as well as from more traditional European jurisdictions. The taxation of asset management funds in the Isle of Man depends on the type of structure of the fund. The standard rate of income tax for companies is zero per cent, applicable to all forms of income received by companies, with two exceptions. Banks are taxed at 10 per cent on income derived from banking business, and income received by companies from Isle of Man property rental and property development activities is also taxed at 10 per cent. With regard to limited partnerships and their partners, if their income is derived from non-Manx sources and the partners are not resident in the Isle of Man, there will be no liability to Manx income tax. Resident partners pay Manx income tax on their worldwide income, and non-resident partners, with

income derived from Manx sources, would pay non-resident Manx income tax (the current rate is 20 per cent). If the fund is constituted as a unit trust, the liability of trustees and beneficiaries to Isle of Man income tax on profits derived from the trust is also determined by a combination of the law regarding residence and source-based income. Trusts will have no liability to Manx income tax if there are no beneficiaries of the trust resident in the Isle of Man and the trust income arises outside the Isle of Man. Investors are only subject to Manx income tax if they are resident on the Isle of Man or derive income from a Manx source.

Outlook The upcoming changes in connection with asset management have been outlined above. The Isle of Man continues to watch closely developments in the UK and internationally, to review its current arrangements, and to respond to any anticipated changes. Being a small jurisdiction, it can be flexible and responsive to wider events. General trends appear to point towards a greater diversity in the types of assets being managed in the jurisdiction, the attraction of investors from a wider geographical area, and the development of more complex asset management structures to remain competitive in an ever smaller and more turbulent economic world.

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Notes 1 Nancy Matthews is head of information services and Richard Vanderplank is a director at Cains Advocates Limited. 2 Isle of Man Chief Minister’s international lecture, delivered 21 November 2007. 3 Michael Foot; Final report of the independent review of British offshore financial centres; HM Treasury, October 2009. 4 Figures from the Bank of England Monetary and Financial Statistics (Table C3.2), April 2012. 5 Stock market figures from London Stock Exchange, as at 30 June 2012. 6 Figures from the Isle of Man Ship Registry. 7 Figures from the Isle of Man Aircraft Registry. 8 Data on the Isle of Man space industry derived from Dan Lewis: Space: Britain’s new infrastructure frontier, published in May 2012 by the Institute of Directors as part of its Infrastructure for Business series of papers. 9 Currently, the FSC may only consider the fitness of key persons and controllers of a prospective licence holder.

13 PCCs for authorised insurance business must be formed as 1931 Act companies and not as 2006 Act companies – see the Insurance (Protected Cell Companies) Regulations 2004 (as amended). 14 Companies Act 1931 to 2004 (Treasury Share) Regulations 2010 (SD 174/10). 15 Partnership Act 1890 and the Limited Partnership Act 1907 (of Parliament). 16 US$24.76 billion for the end of December 2011 17 FSC figures as at the end of March 2012. 18 FSC figures as at the end of June 2012. 19 IPA figures as at the end of March 2012. 20 FSC banking figures as at the end of March 2012. 21 Companies Registry data as at the end of March 2012. 22 2006 Act companies comprised 11 per cent of the total number of Isle of Man companies at the end of 2008 and, as at the end of March 2012, comprise almost 24 per cent of the total. 23 Directive 2011/61/EU.

10 The Companies Act 1931 is based on the Companies Act 1929 of England and Wales.

24 The Corporate Governance Code of Practice for Regulated Insurance Entities, made under the Insurance Act 2008 (SD 0880/10).

11 As defined in Section 26 of the CISA.

25 Section 42 of the Insurance Act 2008.

12 A company can re-domicile either as a 1931 Act company under the Companies (Transfer of Domicile) Act 1998, or as a 2006 Act company under provisions in the Companies Act 2006.

26 The Incorporated Cell Companies Act 2010. 27 These requirements can be found in detail in the Retirement Benefits (International Schemes) Regulations 2001.

For more information please contact: Isle of Man Office

Nancy Matthews e-mail: [email protected] Tel: +44 1624 638362

Isle of Man Office

Richard Vanderplank e-mail: [email protected] Tel: +44 1624 638316

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