What are Professional Officers?
Professional officers are individuals who are licensed by the Isle of Man Financial Services Authority (“the Authority”) to carry on limited activities.
The classes of regulated activity are set out in the Regulated Activities Order 2011 (as amended 2019)
A professional officer’s activities are restricted to:-
- a) Acting as director or alternate director of companies (paragraph (6) of Class 4): and
- b) Acting as trustee, protector or enforcer (paragraphs (2), (5) and (6) of Class 5).
Under the regulatory regime acting as a council member of a foundation is treated as acting as a director and as such is covered by Class 4(6) activities.
Which legislation and regulations apply to Professional Officers?
Professional officers must comply with the Authority's regulatory regime including:-
- the relevant provisions of the Financial Services Act 2008;
- Part 9 of the Financial Services Rule Book.
What forms and reporting obligations apply?
The following page helps Professional officers meet their responsibility to report to the Authority.
What guidance is relevant to Professional Officers?
Professional officers must comply with relevant company law, trust law and foundation law.
The following policy and guidance is on matters specific to Professional officers’ regulated activities.
- Responsibilities and Duties of Directors under the laws of the Isle of Man
- Guidelines on expected practice for Trust Service Providers - 2010
- Rule Book guidance
Which AML/CFT provisions apply to Professional Officers?
Professional officers must meet their legal obligations in relation to anti money laundering and countering of terrorist financing requirements, including those established under:-
- Anti-Money Laundering and Terrorist Financing Code 2015
- any successor and any other relevant code of practice under section 157(1) of the Proceeds of Crime Act 2008 or section 27A of the Terrorism (Finance) Act 2009, as amended which are contained in the Anti-Money Laundering Handbook.
Licensing and Regulation of Professional Officers
A professional officer is an individual who undertakes certain Class 4 (corporate services) and / or Class 5 (trust services) activities and the FSA will only consider applications from individuals for a professional officer licence.
Before granting a licence the FSA must be satisfied that the individual applicant is fit and proper to undertake the regulated activity.
The Authority provides guidance on “Becoming a Regulated Entity” here. This covers when a licence may be needed and how to apply, with links to all relevant documents.
The fit and proper test is an initial test (at licensing) and a continuing test (in the ongoing conduct of the regulated activities). The Authority can take regulatory action including the suspension or revocation of a licence if a professional officer does not continue to satisfy the fit and proper criteria. The full licensing policy can be found here.
Under the Authority’s Training and Competence framework a professional officer requires:-
- A clear understanding of the responsibilities associated with the roles of a company director
- A good understanding of company law and corporate compliance
- A good understanding of the industry and its regulatory compliance
Guidance under this document states that a professional officer should have an appropriate level of experience in the industry and would normally hold a relevant professional qualification.
Furthermore, where a Professional Officer is employed or contracted to act for a company or a trust, it is the responsibility of the employer or contracting party to ensure that the professional officer has the requisite knowledge, skills and experience for the specific role.
A list of current Professional Officers can be found here.