Marshall Islands Non-Resident Company
Formation of an International Business Company (IBC) in the Marshall Islands
A Marshall Islands non-resident company (also known as an international business company (IBC)) is a low-cost tax-efficient solution for international trade, or for holding and investment purposes. There is no minimum capital, while submission of annual statements and tax returns are not required.
FACTS & INFO
The Marshall Islands Associations Law, adopted in 1990, is modelled on the corporate laws of the states of Delaware and New York in the US, 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. Uniquely flexible, a corporation may be organised in the US style with a president, secretary and treasurer, or in the UK style with a managing director and corporate secretary. The Marshall Islands Association Law was recently republished to include 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 - also known as an international business company (IBC). Non-resident corporations have certain restrictions: they cannot trade within the Marshall Islands, and cannot undertake the business of banking, trust services, insurance, assurance/reinsurance, or gaming. A company incorporated in the Marshall Islands has the same powers as a natural person.
The Marshall Islands does not have a registrar of companies; rather, it has an exclusive franchise agreement with one private company (the Trust Company of the Marshall Islands (TCMI)), which administers corporate and maritime registries specialising in the needs of the shipping and financial services industries across a broad commercial and economic spectrum.
Company 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", or "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 a certified 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 authorised shares, whether shares have par or no par value (if par value, amount per share), and 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 corporate body. The details of company beneficial owners and shareholders are not part of the public record.
There is no specific minimum capital requirement. The standard authorised share capital is 500 shares without par value or a capital with a stated par value up to US$50,000. The authorised 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, preference shares, redeemable shares, shares with or without par value, and shares with or without voting rights.
DIRECTORS AND COMPANY SECRETARY
A Marshall Islands corporation requires a minimum of one director, who can be a physical person or a corporate body. Details of company directors do not appear on the public file. There is no requirement to have resident directors.
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.
Every company registered in the Marshall Islands is required to have a registered office and address, which should be notified to the TCMI. 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.
The directors and the shareholders meetings need not be held in Marshall Islands; also there is a requirement for an AGM. 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 business day. Corporate documents can be legalised via apostille within one business day.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1180. These include:
- Provision of registered office and registered address
- Provision of resident agent/company secretary
- Payment of annual government fees
- Filing of ESR Report and the provision of Certificate of Economic Substance Reporting Compliance
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.
AUDIT AND ACCOUNTING
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.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Drafting and filing of 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
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Marshall Islands.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three 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 one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation 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 are 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; 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 assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.