KNOWLEDGE BASE

KEY CORPORATE FEATURES

GENERAL INFORMATION

Located nearly midway between Indonesia and Hawaii, the Marshall Islands are the easternmost island group in Micronesia. The Marshall Islands cover approximately 2 million sq km in the Central Pacific Ocean, with two 1,280 km long parallel chains of atolls and volcanic islands separated by 179 km of sea. The Islands feature sandy beaches ringed by coconut laden palm trees, and surrounded by crystal-clear lagoons teeming with tropical fish, giant turtles and colourful coral.

Population

The Islands have a population of just over 67,182 most of who live in the capital Majuro.

Political Structure

The Islands were settled some 4,000 years ago. In the 16th century, the Spanish were the first in a long series of visitors. Later, Russian navigators visited the Islands more extensively. It was not until the 18th century that British naval officer John Marshall rediscovered and gave his name to the Islands.

Germany annexed the Marshall Islands in 1885. After World War I, under a League of Nations mandate, the Japanese administered the Islands.

After the Second World War, the Marshall Islands became a United Nations Trust Territory of the Pacific Islands under United States administration. The Republic of the Marshall Islands gained independence in 1986, becoming a full member of the United Nations in 1991.

The Marshall Islands Constitution, signed in 1979, is a blend of American and British models of government. Under the parliamentary system, the legislature, known as the Nitijela, elects a President from among its members. In turn, the President nominates a Cabinet of six to ten members.

The legal system is administered by courts whose judges are appointed by the Cabinet. The court system consists of local courts of first instance, a Traditional Rights Court with jurisdiction over real property matters and a High Court with maritime jurisdiction. Appeals may be brought before the Supreme Court in all cases.

Infrastructure and Economy

The infrastructure in the Marshall Islands is more sophisticated than most other nations in the region. The two islands with most of the population, Majuro and Ebeye both have reliable power plants and public water systems. There are two international airports and 26 airstrips scattered throughout the larger islands. There are also 12 deep-water docks for large ocean going ships.

Excellent international communications on Majuro and Ebeye are provided by satellite links for telephone, fax and telex. Presently, there are two banks, both on Majuro, and one of which is FDIC insured.

An important industry is large-scale commercial fishing. Japanese fishermen, who are licensed to fish Marshallese waters, haul in roughly 42 million pounds of tuna and billfish each year. The export of coconuts (copra) is another important economic factor.

The Marshall Islands Registry has grown quite rapidly, to the point where it is now the ninth largest open registry in the world with gross tonnage of approximately 35 million. Vessel types include oil tankers, bulk carriers, container ships and fishing vessels.

The Marshall Islands only recently began to be viewed as a tourist destination. For environmental reasons, controlled tourism is the watchword, whether on Majuro or on the outer atolls, the lagoons and the ocean offer snorkelling, scuba diving, sport-fishing and sailing.

Language

Languages spoken are Marshallese and English.

Currency

US Dollar.

Exchange Control

None.

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.

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MARSHALL ISLANDS COMPANY INFORMATION

Type of company for international Trade and Investment

Although the Marshall Islands BCA is modelled after the corporate laws of the United States, certain provisions have also been borrowed from British law. These allow, if desired, the adoption of a Managing Director and a Corporate Secretary as officers of the corporation instead of the customary, US-style, President, Treasurer and Secretary. The corporation's executive office, where its records are kept, may be located in any country. Facsimile filings are allowed in the Marshall Islands and corporations are never required to have corporate documents acknowledged by a consular official.

Procedure to Incorporate

The Republic of the Marshall Islands has an exclusive franchise with one company, which is licensed to incorporate all non-resident companies. 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 bearer and/or registered form.

If clients own Articles of Incorporation are to be used, these must be prepared in accordance with the Marshall Islands BCA.

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.

Shelf Companies Available

Yes.

Registered Office Required

Yes, must be maintained in the Marshall Islands.

Time to Incorporate

One day, but a further two days is required for delivery of documentation from the registry.

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.

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MARSHALL ISLANDS COMPLIANCE

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.

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.

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.

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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