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The Marshall Islands


Marshall Islands

 

MARSHALL ISLANDS

HISTORY AND POLITICAL STRUCTURE

The Republic of the Marshall Islands (RMI) is a Micronesian nation of atolls and islands in the middle of the Pacific Ocean situated nearly midway between Hawaii and the Philippines. The Marshall Islands comprises 1,225 islands and islets, which form two parallel groups, the “Ratak” (sunrise) chain and the “Ralik” (sunset) chain. Two-thirds of the nation’s population lives in Majuro and Ebeye. The outer islands are sparsely populated due to lack of employment opportunities and economic development. The population of the islands is 65,859. The official language is the Marshallese and the second spoken language in English.

The island got its name from the British Naval Captain John William Marshall in 1788. The island has been under the control of various nations throughout the last few centuries including Spain, Germany, Japan and the United States. In 1986 independence was attained under a Compact of Free Association with the United States.

The government of the Marshall Islands operates under a democratically elected parliamentary system as set forth in its Constitution. Elections are held every four years in universal suffrage (for all citizens above 18), with each of the twenty-four constituencies electing one or more representatives (senators) to the lower house of RMI’s bicameral legislature, the Nitijela. (Majuro, the capital atoll, elects five senators.) The President, who is head of state as well as head of government, is elected by the 33 senators of the Nitijela.

Legislative power lies with the Nitijela. The upper house of Parliament, called the Council of Iroij, is an advisory body comprising twelve tribal chiefs. The executive branch consists of the President and the Presidential Cabinet, which consists of ten ministers appointed by the President with the approval of the Nitijela. The twenty-four electoral districts into which the country is divided correspond to the inhabited islands and atolls.

The Republic of the Marshall Islands consists of local courts and judges that are appointed by the Presidential Cabinet. It has four court systems: The Supreme Court, the high court, the district and community courts, and the traditional rights court. Trial is by jury or judge. Jurisdiction of the traditional rights court is limited to cases involving titles or land rights or other disputes arising from customary law and traditional practice.

ECONOMY

The government is the largest employer, employing 46% of the salaried work force. GDP is derived mainly from pay-
ments made by the United States under the terms of the Compact of Free Association. US Government assistance is
the mainstay of this tiny island economy. The Marshall Islands received more than $1 billion in aid from the US from
1986-2002. The economy combines a small subsistence sector and a modern urban sector. In short, fishing and
breadfruit, banana and taro cultivation constitute the subsistence sector. On the outer islands, production of copra
and handicrafts provides some cash income. The modern service-oriented economy is located in Majuro and Ebeye.

The modern sector consists of wholesale and retail trade; restaurants; banking and insurance; construction, repair, and
professional services; fisheries; and copra processing. Fish products are by far the nation’s largest exports, with frozen
fish being exported on large freezer ships to Asia and freshly caught fish by air to Japan and Hawaii. A tuna loaning
plant that employs 600 workers, starting at under $2.00 per hour, reopened in early 2008. The production of Copra the
previous most important single commercial activity for the past 100 years, now depends on government subsidies.

Marine resources, including fishing, aquaculture, tourism development, and agriculture, are top government develop-
ment priorities. The Marshall Islands sells fishing rights to other nations as a source of income. Since 1990, the Mar-
shall Islands has offered ship registrations under the Marshall Islands flag. It now registers about 2,000 vessels, the
fourth-largest fleet in the world, and receives an income of approximately $4 million annually. As a small nation, the
Marshall Islands must import a wide variety of goods, including foodstuffs, consumer goods, machinery, and petroleum
products.

The Marshall Islands is a zero tax jurisdiction that statutorily exempts non-resident domestic entities from taxation on
income and assets. Entity formation is simple and documentation can be issued in one day. There are many unique
advantages for the investor, shipowner and international business person forming business entities in the Marshall
Islands.

WHY CHOOSE THE MARSHALL ISLANDS WHEN STARTING A BUSINESS?

The Marshall Islands are a popular offshore financial center that provides corporate and commercial services to nonresident companies. These companies when registered in the Marshall Islands will enjoy the protection of financial assets, confidentiality and tax advantages. The Islands have viable corporate programs which are attracting thousands of international corporations, limited liability companies, limited partnerships and partnerships.

 

In an effort to become the world’s most attractive offshore center, the island has adopted the Marshall Island Association Law that was primarily based on the structure of corporate laws from Delaware and New York in 1990. This law was further modified with the same features of a typical offshore center which has bearer shares, facsimile filings, and implementation of certificates without the need for any notary affidavits.

There are countless of advantages of having a Marshall Island company or partnership as this country provides confidentiality protection to shareholders, partners, and directors. In addition, their personal assets are protected from the financial losses and duties related to their business.

Advantages of the Jurisdiction of The Marshall Islands

•   Limited liability for corporate directors

•   Exempt non-resident domestic corporations from taxes

•   No statutory filing obligations

•   A politically stable democratically elected parliamentary system of government

•   No required disclosure or filing of shareholders or directors for confidentiality of beneficial owners

•   Low share capital requirements

•   The ability to hold directors/shareholders meetings anywhere in the world

•   The absence of requirements for audit and accounting records

•   Permit redomiciliation both into and out of the jurisdiction

•   Flexible legislation

•   High level of customer service

•   Asset management

•   Apostils available

•   Dual language filings

•   Is recognized as one of the leading jurisdiction for the initial public offerings on major stock exchanges

•   Corporate documents can be issued within 24 hours

•   World’s fourth largest maritime registry with an excellent reputation

How to form a Marshall Island Company

All non-resident business entities registered in the Marshall Islands are governed by the Marshall Islands Associations Law. The Marshall Islands Associations Law is based on the corporate laws of the US state of Delaware and statutorily exempts all non-resident entities from taxes.

The Associations Law includes, in one volume, the:

•           Business Corporations Act

•           Revised Partnership Act

•           Limited Partnership Act

•           Limited Liability Company Act

According to business professionals, an incorporated company in Marshall Islands may adopt the structure followed by the US with its president, secretary, and treasurer, or the one followed by UK in which there is a managing director and corporate secretary.

There is no Registrar of Companies in the Republic of the Marshall Islands. They have an exclusive franchise with one company, which is licensed to incorporate all Non-Resident companies.    The Memorandum and Articles are delivered to the company. It takes only one day to incorporate the company but a further two days for delivery from the Registry. The Registered Agent for non-resident domestic Marshall Islands corporations is The Trust Company of the Marshall Islands, Inc. (TCMI).

The most widely used company is the International Business Corporation (IBC). IBCs are considered distinct legal entities and are utilized for a variety of purposes, such as holding securities and bank accounts, entering joint ventures, trust and estate planning, asset protection, public offerings, international trade and holding vessels.

IBCs give owners the ability to maximize profitability while minimizing personal liability. In the event of the business loss or lawsuit, shareholder liability is limited to his/her direct capital investment in the corporation.

Requirements for the Registration of an IBC

•   Director: Minimum of one Director. Corporations are permitted.

•   Secretary: A secretary is necessary.

•   Shareholder: Minimum of one shareholder. Corporations are permitted.

•   Shareholders, secretary and Directors may be the same.

•   Shares & Capital: The standard share capital is 500 shares without par value or 50,000 shares with par value of
USD 1,00 each. Bearer shares are permitted.

•   Name of the Company: Must end with one of the following suffixes: Limited or Ltd, Corporation or Corp, Incorpo-
rated or Inc, Societe Anonyme or S.A., Sociedad Anonima or S.A.

Documents required for the registration:

•   A photocopy of identity card or passport of each director or shareholder

•   Residential addresses with proof, for example utility bills

•   Proposed company name

Shareholding by each shareholder, if they are more than one

The following steps should be made in order to form a company in the Marshall Islands:

1. Choose a business name

The company name may be in any languages as long as it uses the Latin alphabet and is not currently used by other business organizations. The offshore center also allows the use of corporate suffixes such as corporation, incorporation, etc., but bans the use of the words such as trust, bank, and insurance.

In some cases, the companies are allowed to use the words foundation and charity as long as they seek permission from the International Registries, Inc.

2. Appointment of directors

Marshall Islands does not have any limit on the number of directors but requires the appointment of at least one individual who perform the duties of a director.

3. Number of shareholders

There is no minimum or limit on the number of shareholders who must not be a resident of Marshall Islands.

4. Share structure

It is possible that shares are issued in bearer or registered form, or even a combination of both; it may also come with a par value or without par value. It is also important to note that the standard formation is 500 bearer and/or registered shares that may come without par value or a minimum of US$50,000 worth of par value stocks.

5. Select on what type of organizational activity

This usually includes the appointment of officers, election of directors, adoption of bylaws, and other related policies that will government the internal management of a company.

Corporate documents of an IBC

•   Certificate of Incorporation

•   Articles of Incorporation

•   Consent of Incorporator

•   Original Share Certificate

•   Apsotile Bound Set of:

- Copy of Endorsement Certificate
- Copy of Articles of Incorporation

Extra Documents:

•   Guarantee of Non-trading

•   Declaration of Trust

•   Nominee Directors Declaration

•   Memorandum of Sole Director

•   Affidavit

•   Company Seal

* Power of Attorney will be given when we act as Nominee

A registration fee must be paid to the government which includes first year licence fee, first year registered agent and
first year registered office fee. In addition, an annual maintenance fee must be paid which includes all the above men-
tioned.

The Marshall Islands are considered one of the fastest IBC registrars in the world with the Marshall Islands Companies and Maritime Registry being the 5th busiest in the world.

Well equipped with modern infrastructure and pro-business government incentives, the Marshall Islands are an affec-
tive choice for modern international business. This jurisdiction provides engaging business opportunities and is a major
center for international companies especially in finance and maritime industry. For these reasons, and others, choosing
offshore company registration in the Marshall Islands should be an attractive choice for international entrepreneurs and

investors.

 

 

 

GENERAL OVERVIEW

Location

Asia Pacific - Oceania.

Time zone

GMT + 12 hours.

Population

65,859

Capital

Majuro.

Airport(s)

One international, three domestic.

Language

English.

Currency

US Dollar.

Political system

Republic.

International dialling code

+692.

Legal system

Common law.

Centre’s expertise

Corporate and Maritime Registries since 1990.

TAX

Personal income tax

N/A.

Corporate income tax

None for offshore entities.

Exchange restrictions

None.

Tax treaties

13.

SHARE CAPITAL

Permitted currencies

All.

Minimum authorised capital

None.

Minimum share issue

One.

TYPE OF ENTITY

Shelf companies

Yes.

Timescale for new entities

One working day.

Incorporation fees

US $650.

Annual fees

US $450.

DIRECTORS

Minimum number

One.

Residency requirements

None.

Corporate directors

Yes.

Meetings/frequency

Flexible.

SHAREHOLDERS

Disclosure

None.

Bearer shares

Yes.

Minimum number

One.

Public share registry

No.

Meetings / frequency

Annual meeting.

ACCOUNTS

Annual return

No.

Audit requirements

None.

OTHER

Registered office

Provided with incorporation.

Domicile issues

Free redomiciliation into the Marshall Islands; redomiciliation out of the Marshall Islands permitted.

Company naming restrictions

No use of bank, insurance or trust. Names may be in any language, as long as Latin characters are used.

Marshall Islands

Marshall Islands companies are required to renew their registration on the anniversary of the incorporation of each company.

Penalty fee of USD 500 will be imposed for entities that have a formation or annual fee that is more than 12 months delinquent.

The reinstatement fee is USD 5000.00 for entities that have been annulled.