Division 14 of the Marshall Islands Business Corporations Act permits companies to transfer their domicile into the Marshall Islands. The legal basis for redomiciliation was adapted from Delaware law. Upon redomiciliation, the original date of incorporation and company existence remains the same and is unaffected. Redomiciliation is currently free of charge and the company is not billed its first annual fee until one year after the redomiciliation date.

Documents required

a. One (1) original acknowledged set of Articles of Domestication and new Marshall Islands Articles of Incorporation must be signed by an officer, director, trustee, or by a person authorized to sign on behalf of the corporation and submitted with two (2) duplicate copies. Photocopies are acceptable as duplicate copies if the signatures on the photocopies are legible.

Acknowledgment of signatures may be accomplished 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.

b. One (1) set of the corporation’s Articles of Incorporation, Memorandum of Association or the equivalent from the jurisdiction where the corporation first came into existence shall accompany the Articles of Domestication. Articles of Incorporation not in English shall include a translation thereof, certified by a translator.

c. Evidence of corporate existence, issued by the domicile of the corporation immediately prior to the filing of the Articles of Domestication, must be filed with the Registrar of Corporations.

d. Facsimile documentation is acceptable for filing provided that original documentation is forwarded in a timely fashion.

Additional Requirements

a. Section 127(2) lists the provisions which must be included in the Articles of Domestication, and they are as follows:

(i) the jurisdiction and date when the corporation first came into existence;

(ii) the name of the corporation immediately prior to the transfer of domicile, and if the name is to be amended, the name of the corporation as amended. If the name of the corporation fails to comply with section 26(1) of the Business Corporations Act the corporation must, within ninety (90) days, change its name by filing Articles of Amendment;

(iii) the jurisdiction constituting the domicile (seat, registered office, etc.) of the corporation immediately prior to the filing of the articles of domestication;

(iv) a statement that the transfer of domicile has been approved by necessary corporate action;

(v) a statement that the transfer is not expressly prohibited by the jurisdiction in which the corporation was domiciled immediately prior to the filing of the articles of domestication;

(vi) a statement that the transfer is being made in good faith and will not serve to hinder, delay, or defraud existing shareholders, creditors, claimants, or other interested parties; and

(vii) the name and address of the corporation’s Registered Agent (provided by the Trust Company of the Marshall Islands, Inc.) in the Marshall Islands.

b. The corporation must have a Registered Agent in compliance with section 20(2) of the Business Corporations Act. The registered address of the corporation in the Marshall Islands is Trust Company Complex, Ajeltake Island, Ajeltake Road, Majuro, Marshall Islands MH96960. The name of the corporation’s Registered Agent at such address is The Trust Company of the Marshall Islands, Inc.

Redomiciliation/Domestication Fact Sheet

Note: The above instructions and forms apply to corporations only. To redomicile other types of entities, please contact our Legal Department for instructions.

Documents and/or questions can be addressed to any IRI Office or IRI's Legal Department at:

International Registries, Inc.
Attn: Legal Department
11495 Commerce Park Drive
Reston, Virginia 20191-1507
Tel: (703) 620-4880
Fax: (703) 476-8522
Email: info@register-iri.com