In contrast to an International Business Corporation (IBC), a partnership offers flexible management control and assignment of responsibilities, and gains and losses may be freely allocated among the partners. However, unlike an IBC, a general partnership does not protect its partners from business losses in excess of their capital investment. Partners are jointly and severally liable for the obligations of the partnership, and their personal assets may be at risk.
A partnership is registered pursuant to the Republic of the Marshall Islands (RMI) Revised Partnership Act through the filing of a Certificate of Partnership Existence with the Registrar of Corporations. The Certificate may be very general in nature, but must include the name of the partnership, the contact information of the Registered Agent, and a statement that the partnership will file a Certificate of Dissolution following the dissolution of the partnership.
If you would like a copy of the RMI Revised Partnership Act, model forms, or for further information, please complete our Visitor Form.
Full instructions on how to form a general partnership are available here.
LIMITED PARTNERSHIP (LP)
Similar to a general partnership, the LP allows for flexible allocation of profits and losses and other distributions. However, an LP consists of passive investors, or limited partners, and at least one general partner who exercises management control. The LP offers protection to its passive investors, limiting liability to the extent of their capital contributions, while general partners remain personally liable for all business obligations.
LPs are registered pursuant to the RMI Limited Partnership Act by filing a Certificate of Limited Partnership, executed by each general partner, with the Registrar of Corporations. The only information which must be included in the Certificate is the name of the LP, the contact details of the Registered Agent, a statement that the partnership will file a Certificate of Dissolution following the dissolution of the partnership, and the name and business residence or mailing address of each general partner.
Full instructions on how to form an LP are available here.
If you would like a copy of the RMI Limited Partnership Act, model forms or for further information, please complete our Visitor Form.