Marshall Islands Company Formation
Marshall Island Company Incorporation Services
The Marshall Islands are in Oceania, about one-half of the way from Hawaii to Australia. They consist of two archipelagic chains of 30 atolls and 1,152 islands. The population is approximately 59 000 and the official languages are Marshallese and English. Corporate legislation is based on that of the states of Delaware and New York.
Marshall Islands International Business Corporation Legislation
The Associations Law of the Republic of the Marshall Islands was enacted in 1990 and is the main piece of corporate legislation.
In 1996, the Marshall Islands enacted a Limited Liability Company (LLC) Act. The Marshall Islands law was modeled after the Delaware LLC law in the United States.
Corporate Structure of a Marshall Islands Non-Resident Company
- Only one director required – can be corporate
- Only one shareholder – can be corporate
- Shareholder(s) and director(s) may be the same
- No requirement for local shareholder(s) and director(s) for Marshall Islands Companies
- A secretary is required it may be director also
The Marshall Islands incorporation documents do not carry the name or identity of the shareholder(s) or director(s). As such no names appear on the public record.
Shareholder(s) and director(s) nominee services are allowed to ensure confidentiality of beneficiaries.
Capital Structure of a Non-Resident Marshall Islands Company
- Shares can be issued with or without par value
- Shares may be issued in any legal currency or in more than one legal currency
- Shares may be paid up in cash or through the transfer of other assets or for other consideration
- The standard formation is 500 registered and/or bearer shares without par value or up to US$50,000 worth of par value stock
- The minimum paid in and issued capital may be one share
Non-resident Marshall Islands companies are exempted from taxes.
Annual Financial Statements and Company Records
- Financial statements, accounts or records must be kept for a Marshall Islands Company
- No requirement to file financial statements, accounts or records with the Marshall Islands authorities
- If accounts or records are prepared they may be held anywhere in the world
Meetings of Marshall Islands Non-Resident Company Shareholder(s) and Director(s)
- There is a requirement for an annual meeting of shareholder(s)
- There is no requirement for director(s) meetings
- If meetings of shareholder(s) and/or director(s) are desirable these meetings can be held by telephone or any other electronic means of communication providing that all participants can clearly hear each other.
- Meetings if thought necessary can be held anywhere in the world.
Doing Business with Marshall Islands Residents and Companies
A non-resident Marshall Islands Company is restricted from doing business with Marshall Islands residents or companies except where:
- It makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, management or secretarial companies, investment advisors, or other similar persons or entities carrying on business within the Marshall Islands.
- It prepares or maintains books and records within the Marshall Islands.
- It holds within the Marshall Islands, meetings of its directors or shareholders.
Doing business with the Rest of the World
There are no restrictions on doing business outside of the Marshall Islands by Non-resident Domestic Corporation except illegal activities or such activities that require additional licensing such as: provision of banking services, insurance and trusts.
The Marshall Islands Non-resident Domestic Corporation package includes:
- First year government filing fees
- Certificate of Incorporation
- Articles of Incorporation
- Nominee shareholder details (if required)
- Declaration of Trust from the nominee shareholder (if a nominee shareholder is required).
- Minutes of the first meeting of the founders
- Registered agent services, (first year)
- Registered office, (first year)
- International express delivery by FedEx or DHL
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.
Names must end with one of the following suffixes or an abbreviation thereof:
- Societe Anonyme
- Sociedad Anonima