COMPANY REGISTRATION IN MARSHALL ISLANDS
Since 2021 Baraccuda Maritime & Shipping Legal Services are accepted as the qualified intermediaries of the official Marshall Islands International Registries Inc.
We, therefore, provide company registration services in Marshall Islands in close cooperation with the Registry.
Marshall Islands have primarily four types of companies that can be incorporated:
1) Marshall Islands International Business Corporation (IBC)
One of the most widely used business structure, which is a distinct legal entity most widely used for holding of securities, bank accounts, transactions involving joint ventures, trusts, estate planning & protection, public offerings for raising capitals in world markets, international trade and holdings ships & yachts.
The IBC grants the owner the ability to maximize profits and at the same time minimize personal liability. In case of lawsuit, shareholder's liability is limited only to the direct capital invest in the IBC.
How to form Marshall Islands IBC?
The formation of Marshall Islands IBC is highly simple and swift. An IBC can be formed by directly contacting a Marshall Islands qualified intermediary such as us.
First a name must be chosen: corporate name may be in any language in Roman characters. It is also possible to reserve a name for up to 6 months.
Share structure: an Marshall Islands IBC may issue shares in registered and/or bearer form with par or no par value. It is possible to denominate the par value of shares in any currency. A standard formation is 500 registered and/or bearer shares without par value, or up to USD 50'000 worth of par value stock. An authorized sharecapital above USD 50'000 will incur a one time capitalization tax.
Appointment of directors: at the time of incorporation, the incorporator may also elect directors, appoint officers, adopt bylaws as well as apostille documentation.
2) Marshall Islands Limited Liability Company (LLC)
A limited liability company in Marshall Islands combine best traits of an IBC and partnership. Similarly as in IBC, the members are protected from personal liability in excess of their capital investment.
A Marshall Islands LLC is perfect for transactions that require a certain amount of passive investment, for example venture capital projects, investment in real estate, oil or technology as well as research & development of business.
An LLC may also be used for parent-subsidiary arrangements which are great for large corporation, as both entities and private persons may be members.
Members of LLC are not required to directly participate in management of the LLC, it is instead possible to designate managers to manage the functions of the LLC.
A great feature of the Marshal Islands LLC is that even if the members chose to be elected as managers of the LLC, the limited liability is still retained.
3) Marshall Islands Partnerships
General Partnerships
In contrast to an IBC a partnership offers flexible management control and responsibility assignment between the partners. The gains and losses can also be freely allocated between the General Partnership partners.
However, unlike IBC and LLC, general partnership does not protect the partners from business losses in excess of their capital investment - the parties are jointly and severally liable for the obligations of the partnership, and their personal assets may be at risk.
To form a General Partnership, the partners will need to provide the name of the partnership - other documents will be prepared by us.
Limited Partnerships (LPs)
A similar structure as general partnership, which allows more flexibile allocation of profits and losses than a general partnership. LP consists of passive investors, or so called (limited partners), and at least one general partners, who will excercise management control of the partnership.
The LP offers protection to its passive investors (limited partners), limiting their liability only to the extent of their capital contributions, while general partners will remain personally liable for all business obligations.
4) Marshall Islands Foreign Maritime Entity (FME)
A foreign maritime entity is a legal entity incorporated in another jurisdiction, which can register with the Marshall Islands and is eligible to own vessels.
To incorporate a FME the following information must be provided:
1.the name of the entity;
2.the jurisdiction and date of its creation and the legal character or nature of the entity;
3.a statement that the entity has the power to own or operate a vessel;
4.a statement that the entity has the capacity to sue and be sued in its own name;
5. a.) the address of the principal place of business of the entity and, b.) if such place is NOT in the jurisdiction of the creation of the entity,ALSO INDICATE the name and address of its lawful fiduciary or legal representative within the jurisdiction of the creation of the entity or the registered address;
6.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;
7.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
8.the title(s), or if other than an officer of the entity, the basis of the authority of the person(s) executing the document.
DOCUMENTS REQUIRED Each application must be accompanied by the following documentation:
1.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
2.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.
To find out additional information about company incorporation in Marshall Islands do not hesitate to contact Baraccuda Maritime & Shipping Legal Services lawyers who are qualified intermediaries of the Marshall Islands Registry - info@baraccuda.eu +357 99781850
