Marshall Islands Offshore (IBC) Company Formation

What is a Marshall Islands Non-Resident Domestic Corporation (NRDC)?

A Marshall Islands International Business Company (IBC), known as a Non-Resident Domestic Corporation (NRDC), is the country’s premier and most popular offshore company formation vehicle. Its high attractiveness is due to a number of unique advantages, giving Marshall Islands offshore companies an unprecedented array of business possibilities.

For example, a Marshall Islands’ company may be taken public, raise capital, carry out third-party trading, act as an investment advisor and conduct business in any activity except banking, trust, insurance or gaming.

Marshall Islands Company Law

A Non-Resident Domestic Company is governed by the Business Corporations Act, which is under the Marshall Islands Associations Law of 1990, exempting all non-resident companies from having to pay any type of local taxes. The offshore jurisdiction has a modernized corporate law that combines elements from both the US and the UK, making it a first class offshore financial centre.

The Marshal Islands has outstanding asset protection legislation and has long declined to collaborate with the OECD on any tax information exchange agreements. Non-Resident Companies are also not required to file audited accounts, annual returns, or submit any financial records, details of its owners or any shareholder of the company, all the details of which are kept confidential.

Although the Marshall Islands jurisdiction is largely unknown, it remains one of the best offshore financial destinations in the Pacific. For more information on the Advantages of the Marshall Islands as an Offshore Financial Center, click here.

Table of Contents:

• What is a Marshall Islands Non-Resident Domestic Corporation (NRDC)?
• Marshall Islands Company Law
• Advantages of a Marshall Islands Company Formation
• Top Uses 
• Key Corporate Features
• Incorporation Packages Includes
• Incorporation Requirements
• Corporate Taxation
• Corporate Details of a Marshall Non-Resident Domestic Corporation

Advantages of a Marshall Islands Company Formation

• No taxes of any kind
• Tropical destination
• Only one Director is required
• Single ownership is possible
• Modern corporate legislation
• Flexible corporate structure
• No public register of company officers including Director Shareholder and Secretary
• Nominee services are available.
• Free re-domiciliation
• Low fees
• English is the official language
• Name of company can be in any language that uses the Latin alphabet
• Wide range of business possibilities
• Confidentiality ensured for Directors and beneficial owners
• No audited of account sis required
• No requirements to file accounts or annual accounts to the Government
• No tax information exchange agreements
• Meetings are not required
• No exchange controls
• Stable economic and political jurisdiction
• Highly reputable offshore market
• Many different types of shares are allowed to be issued

Top Uses 

• Asset management and protection
• Tax optimization
• Real Property Holding
• Holding securities and bank accounts
• Trust and estate planning
• International trade
• Holding patents and trademarks
• Holding vessels

Key Corporate Features

Incorporation Packages Includes

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. FREE Phone and/or email consultations

Incorporation Requirements

Marshall Islands company registration requirements are very simple and straightforward. The Marshall Islands jurisdiction uses a single company in which to incorporate all of its non-resident companies. The following information is needed to complete the process, together with the appropriate fees and the Articles of Incorporation:

• Company name
• Number of shares and structure
• Copy of passports
• Contact and physical address details

Corporate Taxation

There are no taxes for any Marshall Islands Non-Resident Domestic Corporation. This includes all taxes including, but not limited to:

• Corporate tax
• Dividends tax
• Capital gains tax
• Inheritance tax
• Stamp duty

Corporate Details of a Marshall Non-Resident Domestic Corporation

Anonymity, Confidentiality and Disclosure

A non-resident domestic company has complete confidentiality, does not need to be submitted to the government and is not open to the public. All beneficial owners, directors and shareholders can maintain anonymity through the use of nominee services. The names of the beneficial owner and director(s) are required to be filed with the Registered Agent, though those names and contact details are held confidentially. No financial documents, statements, accounts or audits are required to be submitted to the government.

Company Shares

Companies formed in the Marshall Islands may use registered, preference, redeemable shares, with or without par value and with or without voting rights.

Required Capital

The minimum issued share capital for a non-resident company is one share, with a usual authorized amount of US$50,000, that is usually expressed as 500 shares without par value, which may be in any currency.

Financial Statements Required

There are no requirements to submit any financial statements; however, a company must keep financial statements, accounts and records of the companies business standing, financials, and records. They may be held anywhere in the world.

Director

A Marshal Islands IBC requires only one Director who may be an individual or a corporate body, may be a resident of any country and any nationality

Company Secretary

A Company Secretary is required for a Marshall Islands IBC. A Secretary can either be an individual or a corporate body and does not need to be local resident.

Company Meetings

Company meetings may be held anywhere in the world and are not required for a Marshall Islands IBC.

Principal Corporate Legislation

Company incorporation and formation of non-resident companies is under the jurisdiction of the Association Law of the Republic of Marshall Islands 1990, which includes:

• Business Corporations Act
• Limited Partnership Act
• Limited Liability Company Act
• Partnership Act (revised)

Type of Law

The Republic of the Marshall Islands has a mixed legal system, with elements of laws from the United States and the United Kingdom, combined with local statues. Corporate and companies law are primarily modelled after Delaware and NY corporate law.

Shareholders

A Non-Resident Domestic Corporation requires that there be at least one (1) shareholder who may either be an individual or a corporate body, may be of any nationality and resident of any country.

Trading Restrictions

A Marshall Islands IBC is not allowed to trade within the country.

Exchange Controls

There are no exchange controls in Marshall Islands

Powers of the Company

The powers of the company have the same powers as a natural person.

Registered Office Required

Yes, Marshall Island company incorporation requirements state that a local, registered office is mandatory for every non-resident company

Local Presence

There are no local requirements except for a registered office

Audit Requirements

There are no audit requirements needed for a Non-Resident domestic corporation

Annual Reporting

There are no annual reporting requirements for a Marshall Islands IBC

Shelf Companies Available

Yes, shelf companies are readily available.

Time Required to Form Offshore Company

1-3 Business days

Name Restrictions

Any company name that is already in use or is deemed offensive or undesirable by the Register may not be used. The following words may also not be used, unless the company receives special permission from the Register; these include: trust, partnership, gaming, foundation, bank, insurance, or establishment.

Language of Name

A Marshall Islands IBC may be in any language as long as it uses the Roman alphabet and provides an English translation.

Names of Company Requiring a Special Licence or Permission

The following words may also not be used, unless the company receives special permission from the Register; these include: bank, insurance, trust and gaming.

Permitted Limited Liability Suffixes

A Company must use the appropriate suffix “Corp”, “Ltd”, “S.A.”, or “PLC”

Access to Double Tax Treaties

The Republic of the Marshall Islands has not signed any Double Tax Treaties

Minimum Annual Government Tax

US $450

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