Marshall Islands Company with Full Nominee Service
Formation of International Business Company (IBC) in Marshall Islands
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FACTS & INFO
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 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.
The most popular company form used by international investors in the Marshall Islands is a Non-Resident Corporation. Non-Resident Corporations have certain restrictions: they cannot trade within the Marshall Islands, cannot undertake the business of banking, trust services, insurance, assurance or reinsurance and gaming. A Company incorporated in the Marshall Islands has the same powers as a natural person. The Republic of the Marshall Islands has an exclusive franchise with one private company, which administers corporate and maritime registries specializing in the needs of the shipping and financial services industries across a broad commercial and economic spectrum.
Marshall Islands corporations’ names must end in one of the following words, or their relevant abbreviations: Corporation, Incorporated, Limited, Public Limited Company, Aktiengesellschaft, Société Anonyme, Sociedad Anónima, Société Anonyme à Responsabilité Limitée, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootshcap, Aktiengesellschaft. Names may be in any language as long as Roman characters are used and any standard corporate suffix is acceptable. The following words cannot be used in the name of a Marshall Islands corporation: bank, chartered, establishment, foundation, insurance, partnership or trust. Names denoting any connection to local, state or national governments are generally prohibited. 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.
ARTICLES OF INCORPORATION
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.
A minimum of one shareholder is required which may be an individual or a body corporate. The details of company beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorized share capital is 1000 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. Marshall Islands’ corporations may have registered shares, bearer shares, preference shares, redeemable shares, shares with or without par value and shares with or without voting rights.
A Marshall Island Corporation requires a minimum of one director, who can be a physical person or a body corporate. Details of company directors do not appear on the public file. There is no requirement to have resident directors.
REGISTERED OFFICE, RESIDENT AGENT AND COMPANY SECRETARY
Every company, registered in the Marshall Islands is required to have a registered office and address, which should be notified to the Registrar. A Registered Agent is required to ensure that the corporation has an assigned representative at a known address to receive all service of process (legal notices) on its behalf. 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 directors and the shareholders meetings need not be held in Marshall Islands; also there is no requirement for an Annual General Meeting. All meetings may be held outside Marshall Islands, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
A Marshall Islands Corporation can be formed within one (1) business day. Corporate documents can be legalized via Apostille also within one (1) business day.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of resident agent and company secretary
- Payment of annual government fees
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN MARSHALL ISLANDS INCLUDE:
- Name check and approval
- Drafting and filing Articles of Incorporation and Constitution
- A standard set of original corporate documents
- Payment of the Government License fee
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Provision of corporate Nominee Director (per annum) and General Power of Attorney (valid for one year) under Apostille.
- Provision of corporate Nominee Shareholder (per annum).
Provision of Declaration of Trust to safeguard the rights of the Beneficial Owner.
- Copies of corporate documents in one Apostilled bundle for further bank account opening.
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
Documents that are not in English must be accompanied by a certified translation.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Marshall Islands non-resident corporations, partnerships, limited partnerships and limited liability companies are statutorily exempt from all forms of taxation in the Marshall Islands. There is zero taxation on all income, profits, dividends, royalties, compensation or other related sources of revenue and there is no double taxation agreement.
Whilst there is no requirement to file audited financial statements with local authorities, a Marshall Islands company is required to keep financial records to reflect its financial position.