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The Marshall Islands are located nearly midway between Indonesia
and Hawaii. They are the easternmost island group in
Micronesia and cover approximately 2 million square km's in
the Central Pacific Ocean. It has a population of around 500,000
living mostly in Majuro.
TYPE OF TRADING COMPANY
The main corporate vehicle is the Non-resident Domestic Corporation.
They follow the Associations Law of the Republic of the Marshall
Islands 1990, which incorporates the Business Corporations
Act (BCA), the Limited Partnership Act, the Limited Liability
Company Act and the Partnership Act. The law in the
Marshall Islands is based on Anglo/American Common Law.
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Type of Company |
Non-resident |
Type of Law |
Common |
Is it possible to acquire
a shelf company |
Yes |
Time it takes to incorporate
a company |
2-3 days |
Government Fees |
US$ 450 |
Corporate taxation |
Nil |
Double taxation treaty |
No |
Officers of the Company |
|
Number of Directors |
Minimum of One |
Is a Corporate Body permitted
to act as Director |
Yes |
Does the Director have to
be local |
No |
Does the public have access
to the register of directors or secretary |
No |
Company Secretary Required
but does not need to be local |
Yes |
Share Capital |
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Standard currency although
any permitted |
US$ |
Minimum paid up capital |
1 |
Usual authorised |
US$50,000 |
Shareholders Minimum |
One |
Accounts and Annual Return |
|
Requirement to prepare accounts |
No |
Does the public have access to the Accounts |
No |
Do accounts need to be filed |
No |
Audit requirements |
No |
Is there a requirement to
file an annual return |
No |
PROCEDURE TO INCORPORATE
There is no Registrar of Companies in the Republic of the
Marshall Islands. They have an exclusive franchise with one
company, which is licensed to incorporate all Non-Resident
companies. The Memorandum and Articles are delivered
to the company. It takes only one day to incorporate the company
but a further two days for delivery from the Registry.
RESTRICTIONS ON TRADING
A Non-Resident company cannot carry on business within the
Marshall Islands. They cannot undertake the business of banking,
insurance, assurance, reinsurance, fund management, asset
management (other than the company's own assets) or any other
activity that would suggest an association with the banking
and insurance industries.
POWERS OF COMPANY
A Company incorporated in the Marshall Islands has the same
powers as a natural person.
LANGUAGE OF CORPORATE DOCUMENTATION
A Non-Resident Company is typically incorporated using the
English language and with an English name.
NAME RESTRICTIONS
A Non-Resident Company cannot register with any name that
has already been incorporated in the Marshall Islands, or
is so similar to an existing name that it may cause confusion.
Any name which in the opinion of the Registrar is considered
undesirable, obscene or offensive will also be rejected.
COMPANY NAMES
A Non-Resident Company can use any standard name endings
such as:- Limited , Corporation, Incorporated, Société Anonyme
or their abbreviations. A wide variety of other suffixes such
as BV, GmbH, and SARL may also be used.
LANGUAGE
Marshallese and English are widely spoken.
REGISTERED OFFICE REQUIRED
A Non-Resident Company must have its registered office in
the Marshall Islands.
AUTHORISED and ISSUED SHARE CAPITAL
The usual 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.
CLASSES OF SHARES
A Non-Resident Company may have registered shares, bearer
shares, shares of no par value, preference shares, redeemable
shares and shares with or without voting rights.
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
There is no disclosure of the beneficial owner(s).
TAXATION
There is no taxation of corporate income in the Marshall
Islands.
DOUBLE TAXATION AGREEMENTS
There are no double taxation treaties in the Marshall Islands.
GOVERNMENT LICENCE FEES
There is an annual maintenance fee of US$ 450.
FINANCIAL STATEMENT REQUIREMENTS
The company is required to keep financial records that are
sufficient to show and explain the company's transactions
and will at any time enable the financial position of the
company to be determined with reasonable accuracy. No filing
of annual returns is required.
MEETINGS
No annual general meetings are required.
DIRECTORS
The minimum number of directors is one. Directors may be
natural persons or a body corporate. They can be of
any nationality and need not be a resident in the Marshall
Islands.
COMPANY SECRETARY
A Marshall Islands Company does require a company secretary
although they need not be local. They can be a natural
person or corporate body.
SHAREHOLDERS
The minimum number of shareholders is one. Shareholders may
be natural persons or bodies corporate and of any nationality.
CAPITAL
No minimum capital is required. Shares may be issued with
or without par value and in any currency as permitted by the
Memorandum of Association and Articles of Association. A minimum
of one share should be issued to maintain limited liability
of the Directors.
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