Principal Corporate Legislation
The Associations Law of the Republic of the Marshall Islands 1990, which incorporates the Business Corporations Act (BCA), the Limited Partnership Act, the Limited Liability Company Act and the Partnership Act.
MARSHALL ISLANDS COMPANY INFORMATION
Type of company for international Trade and Investment
Although the Marshall Islands BCA is modelled after the corporate laws of the United States, certain provisions have also been borrowed from British law. These allow, if desired, the adoption of a Managing Director and a Corporate Secretary as officers of the corporation instead of the customary, US-style, President, Treasurer and Secretary. The corporation’s executive office, where its records are kept, may be located in any country. Facsimile filings are allowed in the Marshall Islands and corporations are never required to have corporate documents acknowledged by a consular official.
Procedure to Incorporate
After receipt of name approval, companies can be incorporated using standard Articles of Incorporation. With standard Articles, the request to incorporate should contain the following information:
• Corporate Name.
• Number of authorised shares.
• Whether shares have par or no par value (if par value, amount per share).
• Whether the shares are to be in bearer and/or registered form.
If clients own Articles of Incorporation are to be used, these must be prepared in accordance with the Marshall Islands BCA.
Restrictions on Trading
Cannot trade within the Marshall Islands. Cannot undertake the business of banking; trust services, insurance, assurance or reinsurance and gaming.
Powers of Company
A Company incorporated in the Marshall Islands has the same powers as a natural person.
Language of Legislation and Corporate Documents
Shelf Companies Available
Registered Office Required
Yes, must be maintained in the Marshall Islands.
Time to Incorporate
One day, but a further two days is required for delivery of documentation from the registry.
Cannot be identical or similar to an existing company. The following words or their derivatives may not be used: bank, chartered, establishment, foundation, insurance, partnership or trust.
Language of Name
Can be in any language as long as Roman letters are used.
Suffixes to Denote Limited Liability
Any standard corporate suffix or its abbreviation, for example: Corporation, Incorporated, Limited, Public Limited Company, Aktiengesellschaft, Société Anonyme, Sociedad Anónima, Soci é t é Anonyme à Responsabilité Limitée, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootshcap, Aktiengesellschaft.
Disclosure of Beneficial Ownership to Authorities
MARSHALL ISLANDS COMPLIANCE
Authorised and Issued Share Capital
The usual authorised share capital is 500 shares without par value or a capital with a stated par value up to US$ 50,000. The authorised share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value.
Classes of Shares Permitted
Marshall Islands’ corporations may have registered shares, preference shares, redeemable shares, shares with or without par value and shares with or without voting rights.
The Marshall Islands statutorily exempts non-resident companies from taxes.
Double Taxation Agreements
Financial Statements Required
There is no requirement to file financial statements, but records should be maintained to reflect a company’s financial status.
The minimum number of directors is one. The directors may be natural persons or bodies corporate. They can be of any nationality and need not be Marshall Islands residents.
A Marshall Islands corporation must appoint a company secretary who may be a natural person or a body corporate. The company secretary can be of any nationality and need not be resident in the Marshall Islands.
The minimum number of shareholders is one.
|Type of company||IBC|
|Common or Civil Law||Common|
|Disclosure of Beneficial Owner||No|
|Migration of Domicile Permitted||Yes|
|Language of Name||Roman characters, any language|
|Minimum Number of Shareholders / Members||One|
|Minimum Number of Directors / Managers||One|
|Corporate Directors / Managers Permitted||Yes|
|Company Secretary Required||Yes|
|Usual Authorised Capital||US$50,000|
|Government Register of Directors / Managers||No|
|Government Register of Shareholders / Members||No|
|Minimum Annual Tax / Licence Fee||N/A|
|Annual Return Filing Fee||N/A|