A corporation is an entity recognized by law as a separate "person" with limited liability. A corporation has the option to sell shares, the right to sue and be sued, and has perpetual existence.

Offshore corporations may be used to own and operate businesses, issue shares, bonds or otherwise raise capital, guarantee obligations, hire employees, buy goods and services, sell goods and services, make contracts, rent office space, maintain checking and saving accounts, and maintain retirement plans for employees.

The Articles of Incorporation is the document which establishes the corporation and contains basic information such as the name, share structure, and purpose of the corporation. IRI's Legal Department is available to assist clients who prefer to submit their own forms of Articles or who require special share clauses.

The By-laws, similar to the "Articles of Association" found in other jurisdictions, are rules the corporation creates for its shareholders, officers, and directors. By-laws are adopted by the Board of Directors as one of the first organizational steps in setting up a corporation. Upon instruction, IRI's nominees can adopt a standard set of By-laws for a new corporation. Unlike Articles of Association, By-laws are usually maintained internally but may be publicly filed if requested.

A corporate search will reveal the name of the corporation, the date of existence, amendments, and any other publicly filed document. Under Marshall Islands law, there is no requirement that the names of corporate officers, directors or shareholders be filed in any public registry. Such information, therefore, remains confidential.

In the Marshall Islands, the share structure of a standard corporation is 500 registered and/or bearer shares of no par value stock or up to US $50,000.00 worth of par value stock. Par value may be denominated in any currency.

Bearer share certificates do not indicate the name of the owner. The certificate is endorsed in blank such that the person having physical possession of the document is the owner. Bearer shares facilitate the transfer of assets because transfer of ownership is accomplished simply by the transfer of the certificate.

Registered share certificates indicate the name of the owner on the document. The name of the shareholder is also recorded in the internal corporate records of the company. Although the registered owner is recorded in the corporation's internal records, no public registry of shareholders is maintained in the Marshall Islands.

The share registry is an internal corporate document available only to directors, officers and shareholders, under conditions specified in the jurisdiction's corporate statute.

Shelf Companies are ready-made, never used corporations that have been created to meet a client's immediate needs. Shelf companies are available in the Marshall Islands.

A Registered Agent is required to ensure that the corporation has an assigned representative at a known address to receive all service of process (legal notices) on its behalf. The Registered Agent forwards these documents to the address of record of the corporation.

The Registered Agent for non-resident domestic Marshall Islands corporations is THE TRUST COMPANY OF THE MARSHALL ISLANDS.

If requested at the time of incorporation, initial nominee directors will be provided by the appropriate Trust Company to adopt by-laws and appoint officers and/or directors. The nominee directors will then resign. The Trust Company does not provide nominee services for the life of the company.

There is no minimum number of directors required for Marshall Islands corporations. For example, there may be one director regardless of the number of shareholders.