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 500 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, 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 a 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/company secretary
- Payment of annual government fees