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  Professional offshore incorporations and offshore banking services since 1996

Company Incorporation
Marshall Islands

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The Associations Law of the Republic of the Marshall Islands (hereinafter RMI) allows the formation of both limited liability companies and corporations, among other types of entities.

The formation of both types of companies costs US$ 1,150, which includes government fees and registered agent fees in the RMI for the first year.

The annual maintenance fee is US$ 550, that also includes government fees and registered agent fees.
There are no taxes, either on corporations, assets or revenue for non-resident companies.
Domestication or redomiciliation of foreign entities into the RMI is currently free of charge.

A RMI company can undertake any lawful activities, except providing banking, insurance and trust services. Accordingly, the words “bank”, “insurance” and “trust” cannot be part of the name of the company.

A company, be it an LLC or a corporation, can be formed in one day and shipped to you immediately after being formed. Since our local office operate the Registry, we can prepare and sign official documents in any of our offices around the world.

All documents can be apostilled by us for $150.
Courier to your offices is $100.

We can also provide third party nominee services (not from RMI.)
Powers of Attorney could then be issued by the nominee directors  and the POAs could be apostilled/legalized.

Despite the fact that we are very well known by the international banking community, we cannot assist in opening local bank accounts.

a) LIMITED LIABILITY COMPANIES

The Limited Liability Company Act, 1996, as amended in 2005, which has been modeled after the Delaware Law, allows the formation of limited liability companies (LLCs) in the Republic of the Marshall Islands.

For the formation of an LLC only the filing of a certificate of formation is required. See here a sample and documents required.

Use this form to contact us for the password to open the file.

After that, the LLC may privately adopt an operating agreement that governs the relationships between the members of the LLC (here, you can see our model operating agreement).

After formation, we will send you a duplicate copy of the filed certificate of formation of the LLC.


b) CORPORATIONS

The Business Corporations Act, 1990, as amended in 2005, modelled after Delaware Law, allows the formation of corporations. They require at a minimum one director, one shareholder and a secretary. The names of directors do not need to be registered with the RMI. Shares can be in registered and/or bearer form and they do not have to have a par value. Our standard share structure is 500 bearer and/or registered shares without par value.

Under MI law, shareholders’ liability is limited to their shares.

Once the corporation is formed, we will send you:
1- Duplicate original of the Articles of Incorporation, endorsed as filed,
2- A certificate of incorporation
3- A proxy, which you can fill in, in order to designate the person who will organize the company
4- Two certified copies of the Articles of Incorporation

If requested, at the time of formation we can:

- Elect directors (you give us the names and we do it)
- Appoint officers (you give us the names and office held)
- Adopt bylaws.

Limited liability companies are formed pursuant to the Marshall Islands Limited Liability Company Act by filing a Certificate of Formation.  Section 9 of the Limited Liability Company Act requires that the following be included in the Certificate of Formation:

1. the name of the limited liability company; the name must contain the words “Limited Liability Company” or the abbreviation “L.L.C.”;
2. the address and name of the registered agent in the Marshall Islands; and
3. OPTIONAL: any other information members of the limited liability company decide to include, such as a copy of the Limited Liability Company Agreement, excerpts from the Agreement, a statement incorporating the Agreement, the names of members or a specific date of dissolution.

DOCUMENTS REQUIRED 

One (1) or more authorized persons must sign the Certificate of Formation.  The printed name(s) and title(s) of the authorized person(s) must appear beneath the signature(s).  The original and two (2) duplicate copies must be submitted.  Photocopies are acceptable as duplicate copies provided the signature(s) are legible. Applications may be acknowledged either: (1) before a notary public; or (2) by the person signing the instrument under penalty of perjury pursuant to section 5 of the Business Corporations Act.

The original acknowledged Certificate of Formation shall be forwarded to any office of Marshall Islands Maritime and Corporate Administrators, Inc. for processing.  When processing is complete, a duplicate copy of the Certificate of Formation, as filed, is returned to the client.

You can see our formation instructions form, our articles of incorporation with general purpose powers, our articles of incorporation with shipping powers, our articles of incorporation with "28 powers" and our model bylaws.


<<FORMATION-INSTRUCTIONS.doc>> <<Standard AI.doc>> <<4ship.doc>> <<28pwrs.doc>> <<bylaws-sample.doc>>


Use this form to contact us for the password to open the files.


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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 errors or omissions.


Please go to our Uses of offshore Companies Page where you will find interesting information on the benefits of using offshore companies and trusts for business and personal use, links to information on other locations and details of our products and services.

 

 

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