Choice for Offshore Company – The Republic of The Marshall Islands

1409_MarshallIn recent years, the REPUBLIC OF THE MARSHALL ISLANDS Corporate Registry has witnessed dramatic growth in Asia especially in China. Professional intermediaries and financial institutions have supported the Corporate Registry because of its modern and flexible legislations, ease of formation and unparalleled customer-service. In addition, Marshall Islands Registry will also carry out KYC check on every individual before actual incorporation.
This growth is a direct result of the Marshall Islands’ ability to address aggressively and efficiently the leading issues facing the corporate world. With the intertwinement of governments and international organizations in transparency, it has become increasingly difficult for an offshore jurisdiction to retain the elements that make a corporate registry successful. The Marshall Islands, however, has met these challenges while maintaining its fundamental elements and is now the jurisdiction of choice for many professionals worldwide.

Modeled on Delaware laws

The Marshall Islands Associations Law, adopted in 1990, is primarily modeled on the corporate laws of State of Delaware of the United States of America. The Associations Law contains the Business Corporations Act (BCA), Revised Partnership Act, Limited Partnership Act, and Limited Liability Company Act.

The BCA governs international business corporations (IBCs). Marshall Islands IBCs are low-cost, easy to form and simple to administer. If standard Articles of Incorporation are used, a company may be formed in as quickly as in one business day. Ready-made shelf corporations are also available. All filed documents must be in English but may be accompanied by a filed foreign language translation. The name of a Marshall Islands entity can be in any language and any internationally recognized corporate suffix is acceptable.

Flexibility in organization and operation

The BCA contains provisions with unique flexibility so that each corporation may be organized in the US style with a President, Secretary and Treasurer or in the UK style with Director and Corporate Secretary. Only one director is necessary and the only officer required is a secretary. Corporations may have such other officers, however designated, as provided in the Articles of Incorporation or bylaws. Officers and/or directors may be of any nationality and may be corporations or individuals and their meetings may be held anywhere in the world. A person and/or entity can hold more than one office and/or directorship. Companies are not required to file the names of officers and directors with the registry, but they may do so on a voluntary basis.

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, which may be included in the Articles. Banking and insurance corporations are not permitted.

Shares may be in registered and/or bearer form. There are no minimum state-in capital requirements and no annual filings required. Board of Director and Shareholder meetings may also be held anywhere in the world and there is no requirement that a share registry be kept in the Marshall Islands.

Documents filed in the Marshall Islands do not require notarization and/or legalization. As a party to the Hague Convention, the Marshall Islands can also Apostille filed documents for free.

Worldwide Recognition

There are currently 45 Marshall Islands companies publicly traded on leading international stock exchanges in New York and London. These 45 successes further ascertain that the laws of the Marshall Islands are widely accepted by financial institutions worldwide and are sound legislation.

This article was kindly provided by Annie Ng, Head of Asia, The Marshall Islands Registry.

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【本記事はマーシャル諸島登記所のアジア本部、Annie Ngにより寄稿されたものです】

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