Marshall Islands Registry

Marshall Islands Company

All non-resident business entities registered in the RMI are governed by the RMI AssociationsLaw. The RMI Associations Law is primarily modeled after the corporate laws of the US state of Delaware and statutorily exempts all non-resident entities from taxes.

Regardless of the circumstances surrounding the creation of a business entity, the usual goal is tomaximize its profitability while minimizing the risk of exposing its beneficial owners to personal liability.

Even though the Marshall Islands BCA is modeled after the corporate laws of the United States, certain provisions have also been taken from British law. These allow the adoption of a Managing Director and a Corporate Secretary as officers of the corporation. The corporation’s 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 certified by a consular official.

Business Entity with Marshall Islands Registry

• IBC Marshall Islands

  International Business Corporations (IBCs) are one of the widely used business vehicles. IBCs are considered separate legal entities and are used for a variety of purposes, such as holding securities and bank accounts, entering joint ventures, trust and estate planning, asset protection, public offerings for raising capital in world markets, international trade, and holding vessels. With MI IBCs shareholders are maximize profitability and minimizing personal liability. In the event of a business loss or lawsuit, shareholder liability is limited to his/her capital investment in the corporation.

• LLC Marshall Islands

  A limited liability company (LLC) is the best mixture of an International BusinessCorporation (IBC) and a partnership. The members are protected from personal liability inexcess of their capital investment. Members can flexibly allocate gains and losses. Withflexible management, the LLC is an excellent solution for venture capital projects,investment in real estate, oil, or technology, as well as research and development of business.In addition, the LLC may be conveniently employed in the types of parent-subsidiaryarrangements inherent to large corporations because either an individual or an entity may be amember. Members are not required to participate in the management of the entity; instead, they may designate “managers” to manage the affairs of the LLC. However, even if members choose to be actively involved in managing the LLC, they still keep their limited liability.

• Partnerships Marshall Islands

  In contrast to an International Business Corporation (IBC), a partnership offers flexible management control and assignment of responsibilities, and gains and losses may be freely allocated among the partners. However, a general partnership does not protect its partners from business losses in excess of their capital investment. Partners are jointly and severally liable for the obligations and their personal assets may be at risk.

• FME

  A foreign maritime entity (FME) is a legal entity created under the laws of a jurisdiction other than the Republic of the Marshall Islands (RMI) that is eligible to own vessels when registered in the RMI pursuant to Section 119 of the Business Corporations Act (BCA).

Procedure to form Marshall Islands Offshore Company

After name reservation, 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.

MI Registry does not have a members register in the Marshall Islands, hence it is not required to inform Registry of the any change of members. However, if client wants to have a document issued by the Registry mentioning the new Member, a Certificate of Members can be filed on the public register or a Certificate of Incumbency can be recorded.

There is no mandatory requirement to file the names of directors, officers, or shareholders with the Registrar of Corporations or Registered Agent. However, this information may be filed or recorded voluntarily.