Marshall Islands International Business Company
Marshall Islands Offshore Company Incorporation
From €700.00/US $875.00
One of the world's most modern offshore corporate programs, the Marshall Islands offers limited liability companies in addition to the more traditional international business corporations, partnerships and limited partnerships in a well-administered jurisdiction.
Marshall Islands Corporate Law
The Marshall Islands Associations Law, adopted in 1990, is modeled on the corporate laws of the states of Delaware and New York and was modified to include all the necessary characteristics of an offshore jurisdiction, such as bearer shares, facsimile filings, and execution of documents without notary affidavits. With a unique flexibility, each corporation may be organized in the U.S. style with a President, Secretary and Treasurer, or in the U. K. style with a Managing Director and Corporate Secretary. The Articles of Incorporation may include special provisions regarding the scope of activities or the conduct of the affairs of the corporation. There are also selected optional purpose and power clauses for attorneys which may be included in the Articles. The Marshall Islands Business Corporations Act provides a list of other provisions affecting corporate activity and administration which may also be included. The Marshall Islands Association Law was recently republished in a new publication which includes the Business Corporations Act, Partnership and Limited Partnership Act, Unincorporated Associations, and the Limited Liability Company Act.
Marshall Islands Limited Liability Companies
The Marshall Islands allows for the formation of popular Limited Liability Companies (LLC). The LLC is a hybrid business entity which combines the favorable elements of a corporation and a partnership. Members are governed by an operating agreement but are afforded limited liability similar to shareholders of a corporation.
Four Step Incorporation Procedure
Step One:
Choose a corporate name. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. Two alternative names for the corporation should be included in the event that the first selection is not available.
Step Two:
Number of directors. As there is no minimum number of directors for Marshall Islands corporations, you may have only one director (and one shareholder). Please specify the number of directors you would like to have for your corporation.
Step Three:
Share structure. Shares may be issued either in registered or bearer form, or some combination of both. Shares may be of par value or no par value. Par value shares may be denominated in any currency. A standard formation is 500 registered and/or bearer shares without par value or up to US$50,000 worth of par value stock.
Step Four:
Select organizational activity to be taken by incorporator. The incorporator may take the following actions at no additional cost: elect directors, appoint officers or adopt bylaws.
Panama Incorporation Information and Features
- Key Corporate Features
- Marshall Islands General Information
- Marshall Islands Company Information
- Marshall Islands Compliance
- Schedule of Fees
Key Corporate Features
| General | ||
|---|---|---|
| Type of Company : | Non-resident | |
| Political Stability: | Good | |
| Common or Civil Law: | Common | |
| Disclosure of Beneficial Owner: | No | |
| Migration of Domicile Permitted: | Yes | |
| Corporate taxation: | None | |
| Language of name: | Latin Alphabet | |
| Corporate Requirements | ||
| Minimum Number of Shareholders/Members: | One | |
| Minimum Number of Directors/Managers: | One | |
| Corporate Directors/Managers permitted: | Yes | |
| Company Secretary required: | Yes | |
| Usual authorized Capital: | US$ 50,000 | |
| Local Requirements | ||
| Registered Office/Agent : | Yes | |
| Company Secretary: | No | |
| Local Directors: | No | |
| Local Meetings: | No | |
| Government Register of Directors/Managers : | Optional | |
| Government Register of Shareholders/Members: | No | |
| Annual Requirements | ||
| Annual Return: | No | |
| Submit Accounts: | No | |
| Recurring Government Costs | ||
| Minimum Annual Tax/License Fee | US$ 450 | |
| Annual Return Filing Fee : | N/A | |
General Information
Located nearly midway between Indonesia and Hawaii, the Marshall Islands are the easternmost island group in Micronesia. The Marshall Islands cover approximately 2 million sq km in the Central Pacific Ocean, with two 1,280 km long parallel chains of atolls and volcanic islands separated by 179 km of sea. The Islands feature sandy beaches ringed by coconut laden palm trees, and surrounded by crystal-clear lagoons teeming with tropical fish, giant turtles and colorful coral.
Population
The Islands have a population of just over 50,000 most of who live in the capital Majuro.
Political Structure
The Islands were settled some 4,000 years ago. In the 16th century, the Spanish were the first in a long series of visitors. Later, Russian navigators visited the Islands more extensively. It was not until the 18th century that British naval officer John Marshall rediscovered and gave his name to the Islands. Germany annexed the Marshall Islands in 1885. After World War I, under a League of Nations mandate, the Japanese administered the Islands. After the Second World War, the Marshall Islands became a United Nations Trust Territory of the Pacific Islands under United States administration. The Republic of the Marshall Islands gained independence in 1986, becoming a full member of the United Nations in 1991. The Marshall Islands Constitution, signed in 1979, is a blend of American and British models of government. Under the parliamentary system, the legislature, known as the Nitijela, elects a President from among its members. In turn, the President nominates a Cabinet of six to ten members. The legal system is administered by courts whose judges are appointed by the Cabinet. The court system consists of local courts of first instance, a Traditional Rights Court with jurisdiction over real property matters and a High Court with maritime jurisdiction. Appeals may be brought before the Supreme Court in all cases.
Infrastructure and Economy
The infrastructure in the Marshall Islands is more sophisticated than most other nations in the region. The two islands with most of the population, Majuro and Ebeye both have reliable power plants and public water systems. There are two international airports and 26 airstrips scattered throughout the larger islands. There are also 12 deep-water docks for large ocean going ships. Excellent international communications on Majuro and Ebeye are provided by satellite links for telephone, fax and telex. Presently, there are two banks, both on Majuro, and one of which is FDIC insured. An important industry is large-scale commercial fishing. Japanese fishermen, who are licensed to fish Marshallese waters, haul in roughly 42 million pounds of tuna and billfish each year. The export of coconuts (copra) is another important economic factor. The Marshall Islands Registry has grown quite rapidly, to the point where it is now the ninth largest open registry in the world with gross tonnage of approximately 13.5 million. Vessel types include oil tankers, bulk carriers, container ships and fishing vessels. The Marshall Islands only recently began to be viewed as a tourist destination. For environmental reasons, controlled tourism is the watchword, whether on Majuro or on the outer atolls, the lagoons and the ocean offer snorkeling, scuba diving, sport- fishing and sailing.
Language
Languages spoken are Marshallese and English.
Currency
US Dollar.
Exchange Control
None.
Type of Law
Common Law based on Anglo/American Common Law.
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.
Company Information
Type of Company for International Trade and Investment
- Non-Resident Domestic Corporation.
- Non-Resident Domestic Corporations are easy to form and administer.
Although the Marshall Islands BCA is modeled 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
The Republic of the Marshall Islands has an exclusive franchise with one company, which is licensed to incorporate all non-resident companies. 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 authorized 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.
Powers of Company
A Company incorporated in the Marshall Islands has the same powers as a natural person.
Language of Legislation and Corporate Documents
English.
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.
Name Restrictions
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, Gesellschaft mit beschränkter Haftung, Aktiengesellschaft, Société Anonyme, Sociedad Anónima.
Disclosure of Beneficial Ownership to Authorities
No
Compliance
Authorized and Issued Share Capital
The usual authorized share capital is 500 shares without par value or a capital with a stated par value up to US$50,000. The authorized share capital may be expressed in any currency. The minimum issued share capital is either one share of no par value or one share of par value.
Classes of Shares Permitted
Marshall Islands' corporations may have registered shares, preference shares, redeemable shares, shares with or without par value and shares with or without voting rights.
Taxation
The Marshall Islands statutorily exempts non-resident companies from taxes.
Double Taxation Agreements
None
License Fees
Annual maintenance fee of US$ 550.
Financial Statement Requirements
There is no requirement to file financial statements, but records should be maintained to reflect a company's financial status.
Directors
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.
Company Secretary
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.
Shareholders
The minimum number of shareholders is one.
Schedule of Fees
| Basic Fees: M.I. Company | € EURO | $ US DOLLAR |
|---|---|---|
| Standard Incorporation | €700 | US$875 |
| TOTAL FIRST YEAR FEES: | €700 | US$875 |
| Additional Services: | € EURO | $ US DOLLAR |
| Corporate Seal | €40 | US$50 |
| Incorporator's Amendment | €160 | US$200 |
| Certificate of Correction | €160 | US$200 |
| Articles of Amendment | €200 | US$250 |
| Articles of Amendment/Capital Change | €300 | US$375 |
| Articles of Amendment | €300 | US$375 |
| Restated Articles of Incorporation | €300 | US$375 |
| Articles of Dissolution | €300 | US$375 |
| Certificate of Election | €160 | US$200 |
| Certificate of Incumbency | €160 | US$200 |
| Certificate of Affidavit | €160 | US$200 |
| Filed Minutes | €160 | US$200 |
| Certificate of Good Standing | €160 | US$200 |
| Certificate of Incorporation | €160 | US$200 |
| Certified Copies: | ||
| CC Articles of Incorporation | €160 | US$200 |
| CC Articles of | €160 | US$200 |
| CC Articles of Dissolution | €160 | US$200 |
| Redomiciliation | €520 | US$650 |
| Declaration of Directors/Officers | €240 | US$300 |
| Annual Fees: | € EURO | $ US DOLLAR |
| Maintenance Fee | €440 | US$550 |