Marshall Islands Types of Company

Marshall Islands Table of Statutes

This is a non-exhaustive list of the main Marshall Islands statutes affecting offshore and maritime business. Click on the statute for further information.

Association Law of the Republic of the Marshall Islands 1990
Maritime Act 1990

Marshall Islands Corporate Forms

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 jurisdication, such as bearer shares, facsimile filings, and execution of documents without notary affidavits.

The Associations Law includes the Business Corporations Act, the Revised Partnership Act, the Limited Partnership Act, and the Limited Liability Company Act.

There are no requirements in the Marshall Islandsfor annual returns or filings, and there is no public register containing the names of directors or shareholders.

In 1990, The Trust Company of the Marshall Islands, Inc. and Marshall Islands Maritime & Corporate Administrators, Inc., affiliates of US corporation International Registries, Inc. (IRI), entered into a legislatively endorsed joint venture agreement with the Government of the Republic of the Marshall Islands to administer its maritime and corporate programs.

Incorporation and registration of Marshall Islands non-resident (i.e. offshore) companies or partnerships is carried out through any of the world-wide offices of International Registries, Inc. A Deputy Registrar of Corporations is located at each one of IRI's offices and can issue all necessary corporate documentation.

Marshall Islands Limited Liability Companies

In 1996, the Marshall Islands enacted a Limited Liability Company (LLC) Act. The Marshall Islands law was modeled after the Delaware LLC law in the United States. The LLC is a hybrid business entity which combines the favorable elements of a corporation and a partnership. Members are governed by an operating agreement but have limited liability in the same way as the shareholders of a corporation. Unlike the limited partnership, however, where the general partner remains personally liable in the event of a business loss, the LLC allows all members to contribute without risking personal liability.

The main documents forming and governing a LLC are the Certificate of Formation, which establishes the LLC, and the Operating Agreement which defines the economic organization, management responsibilities and other arrangements for members (or owners) of the LLC.

LLC's formed pursuant to the Marshall Islands LLC Act must file a certificate of formation setting forth:

The name of the LLC;
The name and address of the Registered Agent;
If the company is to have a specific date of dissolution, the latest date on which the limited liability company may dissolve; and
Any other matters the members determine to include therein.

Members in a LLC are not required to participate in the management of the entity; instead, they may designate "managers" (who may or may not be members) to manage the affairs of the LLC. Members may also actively participate in management without losing their limited liability. Flexible management makes a LLC an excellent vehicle for transactions requiring a considerable degree of passive investment such as venture capital projects, investment in real estate, oil or technology, as well as research and development of business.

The LLC may be conveniently employed in the types of parent-subsidiary arrangements inherent to large corporations because any type of entity may be a LLC member. In addition, the names of members are not disclosed in the certificate of formation, thereby preserving confidentiality.

Marshall Islands Corporation

Marshall Islands non-resident corporations are easy to form and administer. If standard Articles of Incorporation are used, a company may be formed in one day. Legal and financial professionals may start the incorporation process for a Marshall Islands Corporation on-line.

Each corporation may be organized in the US style with a President, Secretary and Treasurer, or in the UK style with a Managing Director and Corporate Secretary.

The Articles of Incorporation may include special provisions regarding the scope of activities or the conduct of the affairs of the corporation. There are also selected optional purpose and power clauses for attorneys which may be included in the Articles. The Marshall Islands Business Corporations Act provides a list of other provisions affecting corporate activity and administration which may also be included.

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: 'TRUST', 'BANK', 'INSURANCE'. Terms such as 'Foundation', 'Charity' and others may be used with the permission of the Registry. Two alternative names for the corporation should be included in the event that the first selection is not available.

There is no minimum number of directors or shareholders for Marshall Islands corporations.

Marshall Islands Re-Domiciliation

Division 14 of the Marshall Islands Business Corporations Act permits companies to transfer their domicile into the Marshall Islands. The legal basis for redomiciliation was adapted from Delaware law. Upon redomiciliation, the original date of incorporation and company existence remains the same and is unaffected. Redomiciliation is currently free of charge and the company is not billed its first annual fee until one year after the redomiciliation date.

The Business Corporations Act allows a foreign corporation to redomicile to the Marshall Islands if the "transfer of domicile is not expressly prohibited under the laws of the foreign domicile".

Documentation required for re-domiciliation is as follows:

Signed Articles of Domestication (obtainable from the Marshall Islands Registry through International Registries, Inc. offices);
new Marshall Islands Articles of Incorporation;
a photocopy of the company's Articles of Incorporation or Articles of Association from the previous jurisdiction, and any amendments to those Articles of Incorporation or Articles of Association; and
a document providing evidence of corporate existence, such as a Certificate of Good Standing.

It is also possible to merge a foreign corporations with either a Marshall Islands corporation or a Marshall Islands Limited Liability Company.

Marshall Islands Partnership and Limited Partnership

A partnership is formed pursuant to the Marshall Islands Revised Partnership Act (the “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 (the “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

Marshall Islands Foreign Maritime Entity

Non-Marshall Islands entities may apply for registration as a foreign maritime entity under the provisions of section 119 of the Marshall Islands Business Corporations Act for the purpose of owning and operating vessels under the Marshall Islands Flag. The following information must be included in the application:

The name of the entity;
The legal character or nature of the entity;
The jurisdiction and date of its creation;
A statement that the entity has the power to own or operate a vessel;
A statement that the entity has the capacity to sue and be sued in its own name;
The address of the principal place of business of the entity and, if such place is not in the jurisdiction of the creation of the entity, either the address of its place of business or the name and address of its lawful fiduciary or legal representative within the jurisdiction of the creation of the entity;
The full name(s) and address(es) of the person(s) vested under law with management of the entity at the time of the application;
The name and address within the Republic of the entity’s Registered Agent and a statement that the Registered Agent is to be its agent upon whom process against it may be served; and
The title(s), or if other than an officer of the entity, the basis of the authority of the person(s) executing the document.

Each application must be accompanied by the following documentation:

A certified copy of the articles, charter or other document upon which existence of the entity is based, issued by the appropriate governmental agency, and any relevant amendments thereto; and
Evidence of the entity’s current existence either by a government document (e.g., Certificate of Good Standing) or if government certificate is not possible, by certification of an attorney of the jurisdiction that in his/her knowledge the entity has a current legal existence.

Note: All documents in a foreign language must be translated into English and certified by a qualified translator.

The application should be prepared with one original, signed and acknowledged copy and two duplicate copies. Photocopies are acceptable as duplicate copies provided the signatures are legible. Applications shall be executed by signing above the printed name and title of the signatory.

Applications may be acknowledged either before a notary public or by the person signing the instrument under penalty of perjury pursuant to section 5 of the Business Corporations Act.