Limited Liability Companies Act 1996 - Legislation.gov.im
cieAT 19 of 1996LIMITED LIABILITY COMPANIES ACT 1996
Limited Liability Companies Act 1996IndexcieLIMITED LIABILITY COMPANIES ACT 1996IndexSectionPagePART 1 – LIMITED LIABILITY COMPANIES7CHAPTER I - INTRODUCTION712345Description of the features of limited liability companies . 7Status, purposes and powers of limited liability companies . 8Name of limited liability company . 8Registered office . 9Registered agent. 10CHAPTER II - REGISTRATION6789101111A11B11C11D10Formation . 10Articles of organisation . 10Registration of limited liability company. 11Change etc of registered office or registered agent. 12Annual returns . 12Department of Economic Development may strike defunct limited liabilitycompany off register. 13Alternative procedure for dissolving solvent limited liability companies . 15Restoration of dissolved limited liability companies to the register . 17Power of Department to refuse to register or receive documents . 19Appeals from decisions of Department . 20CHAPTER III - CAPITAL: CONTRIBUTIONS, WITHDRAWAL, REDUCTION,ETC201213141516Contributions to capital . 20Liability of members of limited liability companies . 21Withdrawal or reduction of members’ contributions to capital . 21Division of profits; impairment of capital . 22Members’ interest and transferability . 23CHAPTER IV - MANAGEMENT1718c23Management . 23Contracting debts. 24AT 19 of 1996Page 3
Index1920212223Limited Liability Companies Act 1996Accounting records . 24Registration of charges . 25Execution of instruments . 25Unauthorised assumption of powers . 25Waiver of notice . 26CHAPTER V - PROCEEDINGS AND INSPECTION242526Parties to actions . 26Service of process . 26Inspection of affairs of companies . 26PART 2 – DISSOLUTION OF LIMITED LIABILITY COMPANIES272829303132333435362628Circumstances in which limited liability companies are to be wound up . 28Winding up procedure . 28Distribution of assets in winding up . 30Dissolution . 30Application of bankruptcy rules in winding up of insolvent limitedliability companies . 31Jurisdiction of the High Court . 31Application of Part X of the Companies Act 1931 . 31Property discovered after dissolution . 31Power of court to declare dissolution of limited liability company void. 32Offences . 32PART 3 – TAXATION33CHAPTER I —3337 to 45[Repealed] . 33CHAPTER II - TAXATION OF OTHER LIMITED LIABILITY COMPANIES4647[Inserts section 2M in the Income Tax Act 1970.]. 33[Inserts section 63A in the Income Tax Act 1970.] . 33PART 4 – GENERAL4849505151A5252A53543333Inspection of documents by the public . 33Offences: members and officers . 33Fees . 33Public documents . 33Interpretation . 34[Amendments to Companies Act 1931 and Partnership Act 1909] . 34Power to make orders as to disposal of valueless documents . 34Financial provision . 35Short title and commencement . 35SCHEDULE 137STATUS AND POWERS OF LIMITED LIABILITY COMPANIES37Page 4AT 19 of 1996c
Limited Liability Companies Act 1996IndexSCHEDULE 238MATTERS TO BE SPECIFIED IN THE ARTICLES OF ORGANISATION38SCHEDULE 339REGISTRATION OF CHARGES39Provisions as to Limited Liability Company’s Register of Charges and asto Copies of Instruments creating ChargesSCHEDULE 44344OFFENCES ETC ANTECEDENT TO OR IN THE COURSE OF WINDING UP 44ENDNOTES49TABLE OF LEGISLATION HISTORY49TABLE OF RENUMBERED PROVISIONS49TABLE OF ENDNOTE REFERENCES49cAT 19 of 1996Page 5
Limited Liability Companies Act 1996Section 1cieLIMITED LIABILITY COMPANIES ACT 1996Received Royal Assent:Passed:Commenced:9 July 19969 July 19961 August 1996AN ACT to provide for the establishment of limited liability companies; for thetaxation of such companies; and for other purposes.PART 1 – LIMITED LIABILITY COMPANIESCHAPTER I - INTRODUCTION1Description of the features of limited liability companies(1)(2)cA limited liability company formed under this Act is a body of personsthe principal features of which are that —(a)the company has legal personality and capacity for the exercise ofits purposes and powers (section 2); and(b)[Repealed]1(c)the liability of its members is limited to the extent of theircontribution to its capital (section 13); and(d)restrictions are imposed on the transfer of members interests inthe company (section 16); and(e)the management of the company is vested in the members inproportion to their contribution to the capital of the company oras otherwise permitted by this Act (section 17); and(f)the company must be wound up and dissolved on the happeningof certain events such as the death or resignation of a member(section 27); and(g)the profits of the company will be treated as the income of themembers for the purposes of income tax (section 46).This section is for the purposes of explanation only and does not affectthe operation of the following provisions of this Act.AT 19 of 1996Page 7
Section 22Limited Liability Companies Act 1996Status, purposes and powers of limited liability companies(1)A limited liability company is a legal entity which is distinct from itsmembers, manager and registered agent.(2)A limited liability company which is organised under this Act mayundertake any lawful activity, trade or business except —(3)[Repealed]2(a)to (c)(d)such business as may be prescribed.3Nothing in this Act shall be interpreted as —(a)precluding a person who carries on a business which requireslicensing or authorisation under any statutory provision fromforming a limited liability company; or(b)precluding a limited liability company from holding any sharesin, or debentures of a body corporate which carries on such abusiness,if the applicable statutory provision does not prohibit it and the bodylicensing or authorising the occupation does not prohibit it in exercise ofany power conferred under such provision.(4)3Name of limited liability company(1)The words “limited liability company”, or its abbreviations “LLC” or“L.L.C.” shall be included at the end of the name of every limitedliability company.(2)The omission of the words “limited liability company,” or theabbreviations “LLC” or “L.L.C.” in the use of the name of the limitedliability company shall render any person who participates in theomission, or knowingly acquiesces in it, liable for any indebtedness,damage or liability occasioned by the omission.(3)The Department may —(4)Page 8A limited liability company has the status and powers specified inSchedule 1.(a)refuse to register a limited liability company by a name, or refuseto register a change of name of a limited liability company, whichin its opinion is undesirable; or(b)by direction attach conditions to the use of a name by a limitedliability company registered or to be registered under this Act toensure that it is not undesirable; or(c)direct that a limited liability company change its name if in itsopinion the name by which a limited liability company isregistered is undesirable.4For the purposes of this section —AT 19 of 1996c
Limited Liability Companies Act 19964cSection 4(a)“undesirable” means misleading, offensive or in any way likely tobe harmful to the public;(b)the Department may publish guidance notes setting out thecriteria which it will apply in determining whether a name isundesirable;5(c)the Department may prescribe forms for use with this section.6(5)A direction given under subsection (3) (b) or (c) must, if not made thesubject of an application under subsection (7) be complied with within 6weeks of that direction, at the expiry of which the Department may, if thedirection has not been complied with, change the name of the limitedliability company upon the register to a name which is not undesirableand shall provide notice to the limited liability company of such changewithin 7 days of the date of the change upon the register.7(6)A copy of any direction given under subsection (3)(c) and any change ofname effected by the Department under subsection (5) shall be placed bythe Department upon the public file of the company maintained at theCompanies Registry.8(7)Any person interested may within three weeks of a refusal to register alimited liability company under subsection (3)(a) or of being given adirection under subsection (3) (b) or (c), apply to the High Court for therefusal or direction to be set aside, and if the application to set aside adirection fails, the High Court may specify a period within which thedirection shall be complied with, or may order that the Departmentchange the name of the limited liability company upon the register to aname which is not undesirable, on such terms and conditions as seem tothe High Court just and expedient.9(8)to (10) [Repealed]10Registered office(1)A limited liability company shall at all times maintain a registered officein the Island.(2)If a limited liability company fails for 1 month to maintain a registeredoffice in contravention of subsection (1) —(a)it shall be guilty of an offence and shall be liable on summaryconviction to a fine not exceeding 5,000; and(b)it shall be deemed to be defunct until a registered office isestablished and a statement in the prescribed form is delivered tothe Department.11AT 19 of 1996Page 9
Section 55Limited Liability Companies Act 1996Registered agent(1)A limited liability company shall at all times maintain a registered agentin the Island who shall hold the prescribed qualifications.(2)If a limited liability company fails for 1 month to maintain a registeredagent in contravention of subsection (1) —(a)it shall be guilty of an offence and shall be liable on summaryconviction to a fine not exceeding 5,000; and(b)it shall be deemed to be defunct until a registered agent isappointed and a statement in the prescribed form is delivered tothe Department.12CHAPTER II - REGISTRATION6Formation(1)Any person who is resident in the Island may apply to form a limitedliability company which shall have 2 or more members by delivering tothe Department —(a)(2)7articles of organisation which comply with the requirements ofthis Act and which are signed by —(i)the person forming the company; and(ii)the first members named in the articles of organisation;and(b)a consent in the prescribed form signed by the person named inthe articles as the registered agent; and(c)a statement in the prescribed form of the intended registeredoffice in the Island.13The person forming the company need not be a member of the limitedliability company.Articles of organisation(1)(1A)Page 10The articles of organisation shall specify —(a)the name of the limited liability company;(b)[Repealed]14(c)the names and addresses of its members;(d)the name and address of its registered agent in the Island;(e)the matters referred to in Schedule 2.Except where the articles of organisation fix a time for the dissolution ofthe limited liability company, the duration of the company shall not belimited to any fixed period of time.15AT 19 of 1996c
Limited Liability Companies Act 19968(2)It is not necessary to set out in the articles of organisation any of thepowers specified in this Act.(3)Subject to subsection (5), the articles of organisation shall be amendedwhen —(a)there is a change in the name of the limited liability company; or(b)there is a change in the amount or the character of thecontributions to capital;(c)there is any change in the membership of the limited liabilitycompany;(d)there is a false or erroneous statement in the articles oforganisation;(e)there is a change in the time as stated in the articles oforganisation for the dissolution of the limited liability company;(f)a time is fixed for the dissolution of the limited liability companyif no time is specified in the articles of organisation; or(g)the members desire to make a change in any other statement inthe articles of organisation in order that it shall accuratelyrepresent the agreement between them.(4)Any amendment to the articles of organisation shall be adopted inaccordance with the operating agreement or with the consent of allmembers.(5)Where a limited liability company amends its articles of organisation itsregistered agent shall within 1 month of the making of the amendmentdeliver to the Department notice, in the prescribed form, of theamendment and the Department shall retain it with the registered copyof the articles of organisation of the company.16(6)Where a limited liability company changes its name, the Departmentshall on delivery of the documents referred to in subsection (5) issue areplacement certificate of organisation to meet the circumstances of thecase.17(7)A change of name shall have effect from the date on which a replacementcertificate is issued.(8)A change of name of a limited liability company shall not affect anyrights or obligations of the company, or render defective any legalproceedings by or against the company, and any legal proceedings thatmight have been continued or commenced against it by its former namemay be continued or commenced against it by its new name.Registration of limited liability company(1)cSection 8If the Department is satisfied that the requirements of this Act in respectof the registration and of matters precedent and incidental to registrationAT 19 of 1996Page 11
Section 9Limited Liability Companies Act 1996have been complied with, it shall retain and register the documentsdelivered under section 6.18(2)On the registration of documents under subsection (1), the Departmentshall certify that the limited liability company is organised and registeredunder this Act.19(3)A certificate of organisation shall be conclusive evidence that all therequirements of this Act in respect of registration and of mattersprecedent and incidental to registration have been complied with andthat a limited liability company has been organised and registered underthis Act.(4)A limited liability company shall not transact business nor incurindebtedness, except that which is incidental —(a)to its organisation and registration; or(b)to obtaining subscriptions for or payment of contributions,until the certificate of organisation is issued.910Change etc of registered office or registered agent(1)If for any reason there is a change in the registered office or theregistered agent of a limited liability company, the company shall deliverto the Department within 1 month of the change a statement in theprescribed form.20(2)If a limited liability company fails to comply with subsection (1) —(a)it shall be guilty of an offence and shall be liable on summaryconviction to a fine not exceeding 5,000;(b)it shall be deemed to be defunct until the statement is delivered tothe Department .21Annual returns(1)Every limited liability company shall in each year deliver an annualreturn in the prescribed form to the Department within one month of theanniversary of the company’s registration under this Act.22(2)The annual return shall state —(a)the address of the registered office of the company;(b)the name and address of the registered agent of the company;(c)the name and address of the manager (if any) of the company, thedate of his election and the period of his appointment;23(d)the names and addresses of the members of the company,or, where any of those particulars remain unchanged, it shall statethat fact.Page 12AT 19 of 1996c
Limited Liability Companies Act 1996(3)11Section 11If a limited liability company fails to comply with subsection (1) —(a)it shall be guilty of an offence and shall be liable on summaryconviction to a fine not exceeding 5,000;(b)it shall be deemed to be defunct until the annual return isdelivered to the Department.24Department of Economic Development may strike defunct limitedliability company off register(1)Where the Department has reasonable cause to believe that a limitedliability company is not carrying on business or in operation, it may senda letter —(a)inquiring whether the company is carrying on business or inoperation; and(b)stating that if no answer is received within 2 months from the dateof the letter, a notice will be published with a view to striking thename of the company off the register.25(2)A letter sent under subsection (1) of this section shall be sent by recordeddelivery.(3)If the Department either receives an answer to the effect that the limitedliability company is not carrying on business or in operation, or does notwithin 2 months after sending the letter under subsection (1) of thissection receive any answer, it will publish and send to the company bypost, a notice that at the expiration of 2 months from the date of thatnotice the name of the company mentioned therein will, unless cause isshown to the contrary, be struck off the register and the company will bedissolved.26(4)If, in any case where a limited liability company is being wound up, theDepartment has reasonable cause to believe either that no liquidator isacting, or that the affairs of the company are fully wound up, and thereturns required to be made by the liquidator have not been made for aperiod of 6 consecutive months, the Department shall publish and sendto the company or the liquidator, if any, a like notice as is provided in thelast preceding subsection.27(5)At the expiration of the time mentioned in the notice the Departmentmay, unless cause to the contrary is previously shown by the company,strike its name off the register, and shall publish notice and on thepublication the company shall be dissolved:Provided that —(a)cthe liability of every manager, if any, and member shall continueand may be enforced as if the company had not been dissolved;andAT 19 of 1996Page 13
Section 11Limited Liability Companies Act 1996(b)nothing in this subsection shall affect the power of the court towind up a limited liability company the name of which has beenstruck off the register.28(6)If a limited liability company or any member or creditor feels aggrievedby the company having been struck off the register, the court on anapplication made by the company or member or creditor before theexpiration of 12 years from the publication of the notice aforesaid may, ifsatisfied that the company was at the time of the striking off carrying onbusiness or in operation or otherwise that it is just that the company berestored to the register, order the name of the company to be restored tothe register, and upon an office copy of the order being delivered to theDepartment for registration together with such fee as may be prescribedunder section 50 for the restoration of the company to the register, thecompany shall be deemed to have continued in existence as if its namehad not been struck off, and the court may by order give such directionsand make such provisions as seem just for placing the company and allother persons in the same position as nearly as may be as if the name ofthe company had not been struck off.29(7)A notice to be sent under this section to a liquidator may be addressed tothe liquidator at his last known place of business, and a letter or notice tobe sent under this section to a limited liability company may beaddressed to the company at its registered office, or, if no office has beenregistered or the Department has reasonable cause to believe that theregistered office has been abandoned, to the care of the manager, theregistered agent or any member whose name and address are known tothe Department, or may be sent to each of the persons who subscribed tothe articles of organisation, addressed to him at the address mentioned inthe articles of organisation.30(8)For the purposes of this section, a limited liability company which hasfailed to forward an annual return to the Department within 6 monthsafter the company’s return date under section 10, shall be deemed not tobe in operation until such return is forwarded to the Department.31(9)Subsection (8) is without prejudice to section 10(3) of this Act.(10)For the purposes of this section and section 11A, a notice shall beconsidered published —Page 14(a)by publishing a notice in one edition of a newspaper publishedand circulating in the Isle of Man; and(b)by publishing a notice on the Department of EconomicDevelopment website for a minimum period of one month; and32(c)by the Department maintaining a current list in the prescribedform and with the prescribed particulars of limited liabilitycompanies in respect of which notice has been published and bymaking such list available for inspection by any person.33AT 19 of 1996c
Limited Liability Companies Act itedliability(1)Where a limited liability company has ceased to operate and hasdischarged all its debts and liabilities (other than contributions to capitalowed to its members) the registered agent or any member of thecompany may apply to the Department for a declaration of dissolution ofthe company.34(2)An application by a limited liability company under this section in theprescribed form for a declaration of dissolution shall be in writing andshall be accompanied by a statutory declaration made by a manager or amember of the limited liability company stating that the company hasceased to operate, that it has complied with its obligations under section10 and that to the best of his knowledge and belief and having made fullenquiry into the affairs of the limited liability company the manager ormember is satisfied that —(3)(4)cprocedureSection 11(a)the limited liability company has discharged all its debts andliabilities (other than contributions to capital owed to itsmembers); and(b)the particulars contained within the last annual return of thelimited liability company (or, in the case of a company for whichan annual return has not fallen due, the particulars filed on firstregistration) remain accurate at the date of making the statutorydeclaration or that they are accurate as amended by the applicantat the date of making the statutory declaration.Upon receipt of an application under subsection (1) the Departmentshall —(a)publish a notice in the manner prescribed by section 11(10) to theeffect that the applicant has applied to the Department for adeclaration of dissolution of the limited liability company andthat, unless written objection is made to the Department withinone month of the date of publication of the notice, the Departmentmay dissolve the company; and(b)within one month of the date of publication of the notice obtainwritten notice from the Financial Supervision Commission, theAssessor of Income Tax, the Collector of Customs and Excise andthe Attorney General that they have no objection to the making ofa declaration of dissolution in respect of the limited liabilitycompany.35The court, on being satisfied that the period made available to theAssessor of Income Tax or the Collector of Customs and Excise or theAttorney General by the Department for the making of objections undersubsection (3)(b) requires to be extended, may upon application orderAT 19 of 1996Page 15
Section 11Limited Liability Companies Act 1996that the period for objections shall be extended on such terms andconditions as it deems appropriate.36(5)Before making an application to the Department under this section, theapplicant shall ensure that there has been sent by pre-paid post to theregistered agent and to the manager (if any) and each member of thelimited liability company at the last address of which the limited liabilitycompany has notice, a notice to the effect that the applicant proposes toapply to the Department for a declaration of dissolution of the limitedliability company and that, unless written objection is made to theDepartment within one month of the date the notice was posted, theDepartment may dissolve the limited liability company.37(6)The Department shall not make a declaration of dissolution of a limitedliability company earlier than one month after the date of the publicationof the notice required by subsection (3) of this section.38(7)On receipt of any written objection to the dissolution of the limitedliability company, the Department shall forthwith notify the applicant forthe declaration of dissolution of the receipt of the objection and of theidentity of the objector.39(8)Where any manager, member or creditor of a limited liability companyhas objected to the dissolution of the limited liability company theDepartment shall not declare the dissolution thereof unless —(a)the manager, member or creditor, as the case may be, withdrawsthe objection; or(b)the Department decides that the objection is completely withoutjustification, and40the objector has not appealed against the Department’s decision withinthe time specified in section 11D(1), or the court has upheld theDepartment’s decision.41(9)If the Department is not prevented from declaring the dissolution of alimited liability company pursuant to this section and agrees to thedissolution, it shall notify the limited liability company that, subject tothe company’s articles of organisation, operating agreement or otherdocument evidencing agreement between the members, it is entitled todistribute its surplus assets among its members according to theirrespective rights and, notwithstanding any other provision of this Act orany rule of law, the limited liability company may distribute its surplusassets accordingly.42(10)Subject to subsection (11) of this section, on receipt of notification from alimited liability company that its surplus assets have been distributed inaccordance with subsection (9) of this section, the Department may, bynotice in one newspaper published and circulating in the Isle of Man,declare that the limited liability company is dissolved and, on thePage 16AT 19 of 1996c
Limited Liability Companies Act 1996Section 11publication of the notice, the limited liability company shall bedissolved.43(11)11BNotwithstanding the dissolution of the limited liability company —(a)the liability, if any, of every manager and member of the companyshall continue and may be enforced as if the limited liabilitycompany had not been dissolved; and(b)notwithstanding that a limited liability company has beendissolved, or that its surplus assets
AN ACT to provide for the establishment of limited liability companies; for the taxation of such companies; and for other purposes. PART 1 - LIMITED LIABILITY COMPANIES CHAPTER I - INTRODUCTION 1 Description of the features of limited liability companies (1) A limited liability company formed under this Act is a body of persons
liability.9 Because limited liability companies offer limited liability as a matter of course, to ensure partnership tax status, limited liability companies must lack two ofthe three remaining characteristics.10 More over, the Internal Revenue Service has clearly stated that it will grant
THE COMPANIES ACT, 2013 (Passed in both houses of Parliament on 8th August 2013) We all know that the 57 year old Companies act, 1956 has now got replaced with the new Companies Act, 2013. This write up has been made with an effort to compare some of the major clause / issues in the new Companies Act, 2013 and the Companies Act 1956.
Companies with unlimited liability which were recognized under the CA 1984 are no longer provided for. In practice, investors would rarely form a co. with unlimited liability because it defeats the most single attraction of a limited liability co, namely limited liability of its members. 8 of 27 Allan Hans Muhome Companies Act 2013 Exploring .
time they have fewer compliances than private limited companies and are also significantly cheaper to start and maintain. In India, LLPs are governed by the provisions of the Limited Liability Partnership Act, 2008 (LLP Act) (effective by way of notification dated 31 March 2009) and the Limited Liability Partnership Rules, 2009 (LLP Rules).
an accident.Road Traffic Act (all Parts) Contractual Liability (all Parts) Offshore (Employers’ Liability) Motor Vehicles (Public Liability) Aircraft, watercraft or hovercraft (Public Liability) precious metals and stones Care, custody, control (Public Liability) Defective work or materials (Public Liability)
Financial Management Act 1996 Effective: 06/04/22 contents 1 . Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au . Australian Capital Territory . Financial Management Act 1996 . Contents . Page . Part 1 Preliminary. 1 Name of Act 2 2 Act subject to Territory Superannuation Provision Protection Act 2
6 of 2001, Act No. 7 of 2002, Act No. 15 of 2003, Act No. 4 of 2004, Act No. 6 of 2005, Act No. 10 of 2006, Act No. 9 of 2007, Act No. 8 of 2008, Act No. 8 of 2009, Act No. 10 of 2010, Act No. 4 of 2012.] PART I - PRELIMINARY 1. Short title and commencement This Act may be cited as the Income Tax Act, 1973 and shall, subject to the
American Board of Radiology American Board of Surgery American Board of Thoracic Surgery American Board of Urology ABMS and 24 Boards (Consolidated) Cash, Savings and Investments by Board Total Liabilities: Deferred Revenue, Deferre d Compensation and All Other by Board Retirement Plans: Net Assets, Inv Inc and Employer and Employee Contributions by Board ABMS and 24 Boards Board, Related .
