STATUTORY REQUIREMENTS OF A MARSHALL ISLANDS COMPANY

Type of Law.  Common Law for corporate matters.

Principal Corporate Legislation.  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.

Restrictions on Trading.  Cannot trade within the Marshall Islands. Cannot undertake the business of banking; trust services, insurance, assurance or reinsurance and gaming.

Powers of Company. A Company incorporated in the Marshall Islands has the same powers as a natural person.

Language of Legislation and Corporate Documents. English.

Registered Office Required.  Yes, must be maintained in the Marshall Islands.

Name Restrictions. Cannot be identical or similar to an existing company. The following words or their derivatives may not be used: bank, chartered, establishment, foundation, insurance, partnership or trust.

Language of Name. Can be in any language as long as Roman letters are used.

Suffixes to Denote Limited Liability.  Any standard corporate suffix or its abbreviation, for example: Corporation, Incorporated, Limited, Public Limited Company, Aktiengesellschaft, Société Anonyme, Sociedad Anónima, Soci é t é Anonyme à Responsabilité Limitée, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootshcap, Aktiengesellschaft.

Disclosure of Beneficial Ownership to Authorities.  No.

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 Permitted.  Marshall Islands' corporations may have registered shares, preference shares, redeemable shares, shares with or without par value and shares with or without voting rights.

Directors.  The minimum number of directors is one. The directors may be natural persons or bodies corporate. They can be of any nationality and need not be Marshall Islands residents.

Company Secretary.  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.

Shareholders.  The minimum number of shareholders is one.

Taxation.  The Marshall Islands statutorily exempts non-resident companies from taxes.

Double Taxation Agreements.  None.

Financial Statements Required.  There is no requirement to file financial statements, but records should be maintained to reflect a company's financial status.

Economic Subtance Requirements.   Please refer to Frequently Asked Question.

Procedure to Incorporate.  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 authorised shares.
• Whether shares have par or no par value (if par value, amount per share).
• Whether the shares are to be in registered form.

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error omission.