Marshall Islands Offshore Company Incorporation
Company Incorporation
The principal corporate legislation is the Associations Law of the Republic of the Marshall Islands 1990, which incorporates the Business Corporation Act (BCA) and the Partnership Act. Although the Marshall Islands BCA is modeled on the corporate laws of the United States, certain provisions have also been borrowed from British law. A Company incorporated in the Marshall Islands has the same powers as a natural person. The language of legislation and corporate documents is English.
The type of Company used for international trade and investment is the Non-resident Domestic Corporation, which is easy to form and administer.
Incorporation procedure: the Marshall Islands have an exclusive franchise with one company that is licensed to incorporate all non-resident companies. After the name is approved, companies can be incorporated using standard Articles of Incorporation. With standard Articles, the request to incorporate must contain the following information:
- Company name.
- Number of shares.
- Whether shares are with or without par value (if with par value, the 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.
Trading activity is subject to the following restrictions:
- A Company cannot trade within the Marshall Islands.
- A Company cannot engage in the business of banking, trust services, insurance, assurance or reinsurance.
A registered office must be maintained in the Marshall Islands at the address of the licensed Trust and Management Company.
Company names are subject to the following requirements and restrictions:
- A name can be in any language as long as Roman letters are used. The Registrar may however require an English translation if a foreign language is used to ensure that the proposed name is not a restricted name.
- A name cannot be identical or similar to that of an existing company.
- The following words or their derivatives may not be used: bank, chartered, establishment, foundation, insurance, partnership or trust.
- A standard corporate suffix or its abbreviation, for example Corporation, Incorporated, Limited, Gesellschaft mit beschrankter Haftung, Aktiengesellschaft, Societe Anonyme, Sociedad Anonima, must be used to denote limited liability.
The minimum number of directors is one. The directors may be natural persons or corporate bodies. 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 corporate body. The company secretary can be of any nationality and need not be resident in the Marshall Islands. The minimum number of shareholders is one.
The standard authorized share capital is 500 shares without par value or a capital with par value of up to US$ 50,000. The authorized share capital may be in any currency. The minimum issued share capital is either one share without par value or one share with par value.
Marshall Islands corporations may have the following classes of shares: registered shares, bearer shares, preference shares, and redeemable shares, shares with or without par value and shares with or without voting rights.
Annual Taxation and Fees
Non-resident Marshall Islands companies are exempted from taxes.
There is no requirement to file financial statements, but records should be maintained to reflect a company's financial status.
