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Marshall Islands: Types of Company

Partnership and Limited Partnership

A partnership is formed pursuant to the Marshall Islands Revised Partnership Act when two or more persons agree to carry on as co-owners a business for profit and file a Certificate of Partnership Existence pursuant to section 29 of the Act. A Certificate of Partnership Existence includes the following information:

  • The name of the partnership;
  • The name and address of the Registered Agent in the Marshall Islands and a statement that the partnership's Registered Agent is to be its agent upon whom process against it may be served;
  • A statement that the partnership will file a Certificate of Cancellation upon the dissolution and completion of winding up of the partnership; and
  • Any other matter the partnership wishes to list, including, but not limited to, the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership and the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership.

One original acknowledged Certificate of Partnership Existence must be executed by at least one partner or by one or more authorized persons and submitted with two duplicate copies. Photocopies are acceptable as duplicate copies provided the signatures are legible. Each signature shall be over the individual's printed name and title and may be a facsimile.

Limited partnerships are formed pursuant to the Limited Partnership Act. In a limited partnership, there must be at least one general partner with an unlimited number of limited partners. Limited partners are protected by limited liability. A limited partnership must file a Certificate of Limited Partnership, which includes the following information:

  • The name of the partnership;
  • The name and address of the Registered Agent in the Marshall Islands and a statement that the partnership's Registered Agent is to be its agent upon whom process against it may be served;
  • The name and address of any general partners; and
  • Any other matter that the limited partnership wishes to list

 

 

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