Interested to register a company in The Marshall Islands?
Main characteristics for registration in The Marshall Islands
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Time to complete the registration1 day
Company Registration in the Marshall Islands
The Marshall Islands became a highly attractive jurisdiction for offshore company formation. Thanks to its economically and politically stable business environment, favourable and low tax regime together with unlimited business opportunities, it gives a numerous of business advantages. There are no requirements on reporting, based on which details of shareholders and directors are not available to the public.
This article gives you an overview on how to set up a company in the Marshall Islands and key points on how your business can benefit from it.
Foreign companies and citizens usually consider the following types for company formation in the Marshall Islands:
- Limited liability company: minimum one shareholder, whose name is not disclosed to public. LLC’s do not pay any taxes as long as they do not conduct business in the Marshall Islands. No minimum authorized capital.
- Corporation: this legal entity consists of shares in registered and/or bearer form with par or no par value. Par value of shares may be denominated in any currency. A standard formation is 500 registered and/or bearer shares without par value, or up to 50,000 USD worth of par value stock. Authorized share capital above these amounts will incur a one-time capitalization tax.
- General Partnership: partners are jointly and severally liable for the obligations of the partnership.
- Limited Partnership: consists of one general partner and limited partners. Limited partners’ liability is limited to the extent of their contributions, while general partner remains personally liable for all business obligations.
- Foreign Maritime Entity
Company registration documents to be submitted depend on the type of legal entity you choose from.
It usually takes 1-2 weeks depending on the form of business you choose to set up.
Tips: If you file an application online, then the certificate of incorporation is generated electronically and becomes available once the application is fully completed.
International Passport Copy
EU ID card
Utility bill no older than 3 months.
Bank, auditor or lawyer reference letter in English
If the UBO is RUS/UKR national and is listed in RMI documents, certified translation of internal passport showing address
- Signed Nominee (Trust) agreement
- Translation: by translating company with name, seal and publicly available records (certificate issued by regulating body or can be found on internet)
Company name approval by the Registrar of Corporations is required before the incorporation of company in the Marshall Islands.
Tips: your company name is the cornerstone of your brand and this is how you make your first impression. So, you should think how it works on your logo, website, and advertisements. It is essential to check whether there is no registered trademark that has identical name. You should try to avoid such similarities; otherwise you will fail to protect your IP rights.
The minimum number of directors is one who can be an individual or a legal entity of any nationality or residency. The same applies to the shareholders’ requirements. This is a great advantage that there is no disclosure of company beneficial owners, shareholders and directors to the public. Only information about the company name is open.
Tips: the services of nominal shareholders and directors in the Marshall Islands are allowed.
Yes, it is necessary to appoint a company secretary in the Marshall Islands. Company secretary can be an individual or corporate body. The same director/shareholder can act as the company secretary.
No accounting and audit is required.
The cost of company incorporation in The Marshall Islands is Euro.
Taxes in Marshall Islands
The Marshall Islands is a well-known and favored jurisdiction for foreign investors. It statutorily exempts non-resident companies from taxes. It is a zero rate jurisdiction on all income, profits, dividends, royalties, compensation or other related sources of revenue. Only tax resident companies (domestic business) pay taxes in the Marshall Islands.
What companies are qualified as tax residents in Marshall Islands?
The Marshall Islands tax resident companies are those companies that are registered in local registries of the Marshall Islands and its management and business is carried out in the Marshall Islands. Non-resident domestic Marshall Islands companies are registered in the international registries and issued with certificate of tax residence.
International companies are not required to prepare annual accounts, file annual return, etc.
Companies are exempt from income tax and shall only pay business gross revenue tax (BGRT). The tax is assessed at the rate of $80 for the first $10,000 of annual gross revenue and 3% on amounts over $10,000. Local taxes are imposed that differ from atoll to atoll.
There is no withholding tax on interest and dividends. There is a free repatriation of profits, dividends and capital.
There is no tax on royalties in the Marshall Islands.
There is no capital gains tax in the Marshall Islands.
There is no VAT in the Marshall Islands.
Offshore companies do not need to pay any stamp duties in the Marshall Islands.
Although the process of company formation in Marshall Islands is fast and simple, the liquidation process requires some time and efforts.
The High Court of the Republic of Marshall Islands may decree dissolution of the company based on the application from creditors or if the company does not carry on the business in conformity with its corporate documents. Besides, a company in the Marshall Islands can be dissolved by public authorities if the company failed to pay annual license fees.
Before the cancellation is filed to the Office of the Registrar of Corporations, the company manager may prosecute and defend suits, settle and close the company’s business, convey property and distribute remaining assets of the company, all without affecting the liability of members and managers.
Once the company is wound up, all assets shall be first distributed to creditors, and then to managers and members of the company. Once all claims are settled and assets are paid, the company is cancelled from the Registrar of Corporations.
A company in the Marshall Islands is liquidated voluntary based on the decision of shareholders. Further, a company is dissolved and its affairs are wound up based on the expiration of term specified in the company’s certificate of formation or upon happening of events specified in the corporate agreement (e.g. LLC agreement).
Shareholders of the company appoints the liquidator. Upon dissolution, the liquidator files a certification of cancellation in the Office of the Registrar of Corporations. The liquidator is responsible for preparation of financial statement, audits books, settle outstanding payments and submit tax returns during the liquidation procedure. The remaining balance is paid to the shareholders. Once all payments are settled, the company is cancelled from the Registrar of Corporations.
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