The Republic of the Marshall Islands (RMI) Business Corporations Act (BCA) is modeled after the corporate laws of the United States (US) and the United Kingdom (UK), and allows for the appointment of a Managing Director and Corporate Secretary. Under the BCA, the Board of Directors and corporate officers may be individuals or business entities. Additionally, there is no mandatory requirement to file the names of directors, officers, or shareholders with the Registrar of Corporations or Registered Agent. However, this information may be filed or recorded voluntarily.
International Business Corporations (IBCs) are one of the most widely used business vehicles. 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 for raising capital in world markets, international trade, and holding vessels.
IBCs give owners the ability to maximize profitability while minimizing personal liability. In the event of a business loss or lawsuit, shareholder liability is limited to his/her direct capital investment in the corporation.
Entity formation is simple; a company may be formed in one (1) business day. The following information needs to be provided to any IRI office in order to proceed with the incorporation of a RMI IBC: corporate name, share structure, and organizational activity. RMI IBCs may also be formed online.
Corporate names may be in any language as long as Roman characters are used. Any standard, internationally accepted, corporate suffix is permitted. Name clearance may be achieved over the telephone, via fax, or email through any IRI office. Names may be reserved at no cost for up to six (6) months in advance of formation. Two (2) alternative names should be provided in the event that the first selection is not available.
IBCs may issue 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.
OPTIONAL ORGANIZATIONAL ACTIVITY
If instructed by the client at the time of incorporation, the incorporator may take the following actions at no additional cost: elect directors, appoint officers, adopt bylaws and apostille documents.
Full instructions on how to incorporate an IBC are available here.
If you would like a copy of the RMI BCA, model forms, or for further information, please complete our Visitor Form.