The Isle of Man is in a unique position which offers a safe, stable and secure venue, with suitable and enduring legislation which provides for this type of company in a fiscally benign and economically strong environment.
The use of an Isle of Man company, limited by shares and by guarantee has the advantage of being a corporate legal entity. In addition to the Board of Directors who manage the company and make the decisions there is a Supervisory Board. The company has the benefit that it is universally accepted and endures (subject to remaining solvent) until the shareholders and guarantee members decide it should be wound up.
Isle of Man company law provides for companies limited by both shares and by guarantee and has been available since the 1800s which provides the comfort of proven, effective and reliable legislation, but due to recent updates you can also avail of modern company law.
The company has guarantee members (non-transferrable) and shareholders (transferrable).
Isle of Man companies have full capacity to do anything which allows this unique Ethically Structured Company to be tax neutral and ethically responsible.
The guarantee members' liability is limited to an undertaking to pay a certain amount (say £100) in the event of a winding up. The guarantee members may be able to receive capital distributions from the Ethical Structured Company during its lifetime and on liquidation.
Shareholders are required to acquire shares and their liability is limited to the value of the shares.
The Board of Directors are the decision makers and manage and control the Ethical Structured Company. The shareholders' rights and the powers of the Directors combined can be likened to the powers of trustees.
The internal affairs are governed by a tailor made Members Agreement between the shareholders, guarantee members and the Company. This remains a private document, not available to the public. The Members Agreement will be drafted to suit your requirements but usually includes:
The Articles of Association include provision for a separate Supervisory Board which, is not entitled to manage or control the Company in any sense. The Supervisory Board members provide the Ethical Structured Company's "conscience" as policy advisers and policy compliance auditors to the Board of Directors. In summary, the Supervisory Board advises the Board of Directors with regard to the purpose whether that be Shariah compliance, green and environmental sustainability or philanthropy.
The internal documents which provide rules for the Supervisory Board, comply with the well-established and highly respected Guiding Principles on Shariah Governance Systems issued by the Islamic Financial Services Board (IFSB). It is intended that these be reviewed annually to ensure ongoing compliance.
These can be tailored to meet the requirements of the individuals or families concerned. They may choose to restrict investments into certain areas which have a social impact or which focus on environmental sustainability or alternatively avoid certain asset classes such as alcohol, tobacco or fossil fuels. There are also globally recognised standards in green finance which can be verified by an appropriate third party against a globally recognised standard if required.
As for Green credentials, the philanthropic aims and objectives can be written in a way which reflects the individual or family's desire to make a difference and support the causes they consider most deserving.
The main message is that the rules for the Supervisory Board whether Shariah, Green or Philanthropic can be customised to meet the ethical beliefs of each client.
We have the expertise to assist with multi-jurisdictional fiduciary services for international structures
As an independent Non-Executive Director of Ishaan Real Estate Plc I worked closely with IQE who provided Company Secretary and administration services. IQE hosted the board meetings, prepared minutes often on complex matters and were central to the communication between the international board members, lawyers, accountants and advisers. I found them to be reliable, approachable and pragmatic and IQE provided a professional and responsive service with extremely high standards appropriate for a company quoted on the London Stock Exchange’s AIM market. I would be happy to recommend their services. Stephen Vernon, Chairman, Green Property