THE REPUBLIC OF THE MARSHALL ISLANDS

Overview

The Marshall Islands International Business Company (IBC) is governed by the Business Corporations Act, 1990 and regulated by the Registrar of Corporations. Being a non-resident Company, it is statutorily exempt from any corporate tax, income tax, corporate profit tax, withholding tax, asset tax, stamp duty or exchange controls.

Introduction

The Marshall Islands is situated nearly midway between Hawaii and Australia, and are the easternmost island group in Microesia.

The population of the Island is approximately 60,000 made up principally by people of Marshallese, German, American and Chinese extraction. Marshalleses take pride in the fact that these different cultures co-exist in peace and succeed in creating a cultural entity that is distinctly Marshallese.

Language

English is the official language. However, the Marshallese population is largely bilingual, being equally fluent in English and Marshallese.

Currency

US Dollar (USD)

Exchange Control

None

Type of Law

Common law for corporate matters

Migration of Domicile Permitted (Redomicile)

Yes

SETTING UP A MARSHALL ISLANDS COMPANY

REQUIREMENTS

Company Name

  • Must not be identical to any other registered name with Registrar
  • Must end with the suffix “Limited”, “Corporation”, “Incorporated”; or the abbreviation “Ltd”, “Corp” or “Inc”
  • The following words are restricted in corporate names: Bank, Foundation, Partnership, Building Society, Establishment, Royal, Assurance, Insurance, Trust, Airline, Aviation, Loan, Fund, Brokerage, University/College, Forex, etc

Business activity

  • May conduct all lawful businesses, except banking, insurance, securities, drug trafficking, arms, weapons trafficking, trading of pharmaceutical products, gambling etc. or related thereto are prohibited. The company cannot carry on business with companies or individuals resident in Marshall Islands

Director

  • Minimum one (1), who can be either a natural person or corporation
  • Must be above the age of 18 years
  • Director may be of any nationality
  • Director and shareholder can be the same person/corporation

Shareholder

  • Minimum one (1), who can be either a natural person or corporation
  • Must be above the age of 18 years
  • Shareholder may be of any nationality
  • Director and shareholder can be the same person/corporation

Company Secretary

  • Mandatory to appoint company secretary
  • Minimum one (1), that can be an individual or corporate
  • The same director/shareholder can act as company secretary

Registered Office

  • Must be an address in the Republic of the Marshall Islands

Share Capital

  • The standard share capital is 500 shares without par value OR 50,000 shares with par value of US$1.00
  • Shares may be issued in registered and/or bearer form

POST-INCORPORATION

Meetings of Shareholders and Directors

  • There is no requirement to hold Annual General Meetings
  • Shareholders/Directors’ Meeting may be held within or outside Marshall Islands and by any means including by telephone or other electronic means

Location of Books and Records

  • A company shall keep:
    – Minutes of the meeting of its shareholders and directors
    – Copies of all written resolutions by shareholders and directors
  • The records and Minutes of the meetings shall be kept at the registered office or any other place as the directors determine and the company shall inform the Registrar of the address of the other place
  • Company shall inform its registered agent in writing of the change of location of Books and Records within 14 days

Keeping of Accounting Records

  • All companies shall keep reliable accounting records that are sufficient to show and explain the company’s transactions; enable the financial position of the company to be determined with reasonable accuracy at any time; and allow for accounts of the company to be prepared at its registered office or such other place as the directors think fit but no requirement to file any accounts or financial statements
  • All companies are required to retain its accounting records for a period of at least seven (7) years from the date of either: (i) the completion of the transaction to which the documents relate; or (ii) the termination of the business relationship to which the documents relate
  • Company shall inform its registered agent in writing of the change of location of Accounting Records within 14 days

Economic Substance Reporting

In accordance with the Republic of the Marshall Islands (RMI) Economic Substance Regulations (ESR), 2018, which came into force on 1 January 2019, all entities are required to file an annual report on economic substance to the Registrar of Corporations.

All reports will be filed through the RMI’s secure online portal and must be submitted within 12 months of the anniversary date of the entity. Any entity that does not meet the filing deadline may be subject to penalties or annulment.

PROCEDURES

To begin with, kindly obtain a copy of our application form which acts as a guide in providing us the necessary info and documents for setting up a Marshall Islands company.

Step 1: Name Check OR Select a Name from the shelf list

A search will be conducted with the Company Registrar on the availability of the company name for incorporation.

Step 2: Name Reservation

The available proposed or selected name will be reserved for 20 working days at no cost.

Step 3: Company Registration

Upon receipt of the completed application form, full payment and all supporting information, we will proceed with the incorporation. The process will take approximately 2-3 days. Once the company is successfully incorporated, a copy of the Certificate of Incorporation, Article of Incorporation and Bylaws will be issued by the Company Registrar.

Step 4: Prepare and execute the incorporation documents

Allshores will assist to prepare incorporation documents for execution by the all proposed director(s), shareholder(s) and beneficial owner(s) to complete the entire setup.

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